The metric tested against the conduct
The case is built on what the buyer did after closing, not on what the contract hoped for.
Disputes over earn-outs, indemnities, and escrow, where the argument is how performance was measured and who controlled the metric after closing.
An earn-out ties part of the price to what the business does after the sale, which means the seller's money sits in the hands of the buyer who now runs it. When the target is missed, the question is rarely just the number; it is whether the buyer ran the business in a way that suppressed the metric, and whether the contract measured what the parties thought it measured. The firm litigates that gap.
The firm reads the deal documents against the post-closing conduct, because an earn-out dispute is proved in the management accounts and the operating decisions, not in the recitals. It fixes early whether the fight is about measurement (what the metric really captured) or about conduct (how the buyer ran the business), because the two need different evidence. It quantifies the contested amount in a range so the parties argue over a number, not a grievance.
The case is built on what the buyer did after closing, not on what the contract hoped for.
An early quantification so the dispute is about money, not blame.
The firm runs these for sellers chasing the earn-out and for buyers defending the way they ran the business.
A seller's earn-out comes in far below projection after the buyer restructures the acquired business. The firm builds the dispute around the post-closing operating decisions and the contract's measurement definition, and scopes the contested amount in a range before deciding whether to push to a hearing or settle.
Described in abbreviated, anonymised form to preserve client confidentiality.
It turns on the contract's definition of the metric and on what the buyer did after closing; most resolve on a negotiated figure once the measurement and the conduct are pinned down, with litigation or arbitration as the lever.
Often yes, where the conduct breaches an express or implied obligation to give the earn-out a fair chance; proving the causal link between the decisions and the shortfall is the heart of the case.
The cap, the basket, and above all the notice mechanics, since a good claim is frequently lost on a missed or defective notice rather than on the merits.