Expert Analysis

Earnouts: Where sellers should spend their negotiating capital

By Charlie Kim, Matthew McGuigan and Sebastien Tuli ( September 22, 2026, 11:57 AM EDT) -- In mergers and acquisitions (M&A) transactions, there is a constant struggle between the vendor and purchaser regarding risk allocation. This tension often arises from uncertainty regarding future performance, issues identified during due diligence and disagreements regarding value. One common mechanism for bridging that gap is an earnout, which makes part of the purchase price contingent on the post-closing performance of the target business....