Press Releases

Aligning Interests: Earnout Provisions in Your Business Sale

by Nuno Sardinha 

Executive Summary:

As a CEO, you’ve nurtured your company’s growth. Now, you’re considering a sale. A key element in the purchase agreement is the earnout provision – a mechanism that ties a portion of your compensation to the business’s future performance. Understanding how earnouts work can empower you to negotiate a sale that benefits both you and the buyer.

Bridging the Value Gap

Negotiating a sale price can be challenging, especially when past performance doesn’t fully reflect future potential. Earnouts bridge this gap by linking part of your payout to achieving agreed-upon benchmarks. This incentivizes the buyer to manage the business effectively, aligning their goals with yours.

Benefits of Earnouts for CEOs

  • Shared Success: If the business thrives, you benefit from additional compensation. This “shared success” model fosters a collaborative post-sale environment.
  • Tax Advantages: Earnout payments are typically spread over time, potentially reducing your tax burden compared to a large upfront sum.
  • Smoother Transition: Earnouts can incentivize you and your key employees to stay on board, ensuring a smooth handover and knowledge transfer to the new ownership.
  • Bonus Potential: If the business exceeds expectations, the earnout becomes a performance-based bonus on top of the initial purchase price.

Potential Drawbacks to Consider

  • Uncertain Outcomes: If benchmarks aren’t met, you won’t receive the full earnout amount. Carefully evaluate attainability during negotiation.
  • Loss of Control: Selling the business often means relinquishing some control. Earnouts can heighten this feeling, as future payouts depend on the buyer’s actions.
  • Timing Considerations: Earnout periods can extend beyond your desired timeline, especially if nearing retirement. Negotiate earnout structures that fit your needs.
  • Employee Impact: Ensure clarity on whether key employees will benefit from the earnout. Incentivizing their continued contribution is crucial for success.

Negotiating for Success

  • Clear Goals: Define measurable and achievable performance metrics for the earnout. This fosters transparency and reduces post-sale disputes.
  • Open Communication: Maintain open communication channels with the buyer. Regular updates on progress can alleviate anxiety and ensure everyone’s working towards the same objectives.
  • Influence, Not Control: While you can’t dictate the buyer’s actions, you can influence the earnout structure. Negotiate timelines and financial objectives that incentivize the buyer to achieve desired outcomes.


Earnouts can be a valuable tool in structuring your business sale. By carefully considering the benefits and drawbacks, and by negotiating for clear terms that align your interests with the buyer’s, you can ensure a win-win situation that preserves your business’s legacy and rewards your efforts in building it.