NEW: Seyfarth Shaw discusses components of earnout provisions in merger agreements and practices intended to minimized disputes over earnout payments in Anatomy of an Earnout in the Era of COVID-19: Best Practices for Designing Earnouts to Avoid Disputes.
Mintz Levin updates a February 2014 report — “Using Earnouts to Find an Exit” — to look at how legal and business considerations relevant to negotiating and drafting earnout provisions have evolved over the last six years in Revisiting Earnouts During Coronavirus Pandemic.
DealLawyers.com’s John Jenkins discusses contractual language addressing a buyer’s obligation to pursue achievement of milestones in earnout provisions, citing the Delaware Superior Court Complex Commercial Litigation Division’s Collab9, LLC v. En Pointe Technologies Sales, LLC, et al., C.A. No. N16C-12-032-MMJ-CCLD, opinion (Del. Super. Sept. 17, 2019), as illustrative. Earnouts: “Comprehensive & Explicit” Language Wins the Day for Buyer.