Tag archives: earn-outs

Smart contract applications in M&A: earn-outs

By Mark Bissegger (Toronto) on November 22, 2017 Posted in M&A, Technology and innovation

This blog has previously provided an overview of how blockchain technology and smart contracts might be adapted to the legal industry. In this post, we will explore the specific example of how these technologies may be able to simplify an earn-out agreement in an M&A transaction. What are earn-outs? In an earn-out, the seller of … Continue reading

Earn-out trends: continued

By Matthew Bernardo (Toronto) on April 13, 2017 Posted in M&A

Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association’s 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study). As the ABA has now published its 2016 study (the 2016 ABA Study), we thought it … Continue reading

Tax considerations for earn-outs and reverse earn-outs

By Michael Sherman on September 15, 2016 Posted in M&A, Tax

As we have previously noted, earn-outs are becoming an increasingly common part of M&A deals, and there are a number of key commercial questions to consider when negotiating them. But there are also tax consequences that must be considered when structuring earn-outs. Earn-outs link a portion of total purchase price to the performance of the … Continue reading

Shareholder representatives in M&A

By Troy Ungerman (Toronto) on April 7, 2016 Posted in Corporate finance

The post-closing process can be complex and time consuming. Hiring a professional independent shareholder representative to manage post-closing matters, such as purchase price adjustments, indemnification claims, earn-outs and escrow management, may be beneficial for target shareholders and management. In recent years, shareholder representatives have been commonly used in the U.S., and they are becoming increasingly … Continue reading

Negotiating earn-outs: five key questions to keep in mind

By Matthew Bernardo (Toronto) on April 9, 2015 Posted in Corporate finance

The inclusion of an earn-out clause in a purchase agreement can be a useful tool to help bridge the valuation gap between buyer and seller. Broadly speaking, an earn-out ties a portion of the purchase price to the performance of the business following the acquisition, which the seller can “earn” by meeting post-closing performance targets. … Continue reading