Episode 170 — Earnouts Unraveled: Navigating Risks, Rewards, and Reputation in M&A

Paul and Patrick break down earnouts, those tricky tools that promise to bridge valuation gaps but often lead to unexpected headaches. Ever wondered why earnouts can be such a gamble? Picture this: a seller with a rock-solid EBITDA track record sees their earnout shrink because the buyer reinvests in the business, slashing the payout. So, are earnouts worth the risk, or are they just a ticking time bomb?

Revenue-based earnouts are generally safer than cash-flow ones. Why? Because the deeper you delve into the profit and loss statement, the less control sellers have. But here's the kicker: How can sellers navigate these murky waters and ensure they're not left high and dry when the deal is done? It's a tough nut to crack but understanding the ins and outs of earnouts might just be the key to staying afloat.

Honorable conduct pays dividends in reputation, while shady dealings can burn bridges. How can businesses strike the right balance between seizing opportunities and maintaining their moral compass in a cutthroat industry? It's a tightrope walk but finding that sweet spot could spell the difference between long-term success and a tarnished reputation.

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