How to Structure an Earnout in a California M&A Deal Without Triggering Post-Closing Litigation
Earnouts drive a disproportionate share of M&A disputes—deal lawyers routinely see post-closing claims center on “missing” milestones, reporting, or buyer control. In California, those disputes are amplified by implied covenant arguments, discovery-heavy damages fights, and fee-shifting leverage. This article explains how to structure a California earnout—metrics, governance, covenants, accounting, dispute resolution, and remedies—to reduce post-closing […]