Earnout Agreement and Post-Closing Metrics (Seller Side)
A seller-favorable Earnout Agreement and Post-Closing Metrics that ties part of the price to future performance, defining the metric and the seller's protections against manipulation.
Includes the fallback language to use when the counterparty objects, so you are not redrafting under pressure. A full custom draft prepared from your transaction, your counterparty, and the risks that are actually in front of you.
Frequently asked questions
The fee covers the finished document, filing-ready or send-ready as applicable, the supporting exhibits or attachments described in the scope, and a short cover memorandum explaining the choices made. It is fixed at this scope: one earnout. 2 rounds of revisions are included. If your matter falls outside that scope we tell you before starting and quote the difference — we do not bill past a flat fee without agreeing it first.
1 to 2 weeks from a complete set of instructions, plus time for the 2 rounds of revisions included in the fee. If you are working to a court deadline or a closing date, tell us when you order and we will confirm in writing whether we can meet it before you commit.
$4,225 is $325/hour × 13 hours — the time this deliverable takes in an ordinary m&a matter, at the firm's standard rate. Because it is a flat fee, the risk of the work running long sits with the firm: you pay $4,225 whether it takes us the estimate or twice it.
Third-party costs are never inside a flat fee and are passed through at cost, never marked up: court and agency filing fees, court reporter and transcript charges, expert witness fees, search vendor and e-discovery hosting charges, process server fees, and travel.
The business terms you have agreed so far, the counterparty and which side of the deal you are on, any existing draft, term sheet, or prior agreement, and your risk tolerance on the provisions that matter most to you. Send what you have — if something is missing we will tell you what else we need before the turnaround clock starts.
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Earnout Agreement and Post-Closing Metrics (Buyer Side)
An Earnout Agreement and Post-Closing Metrics written to favor the buyer, covering the document that ties part of the price to future performance, defining the metric and the seller's protections against manipulation.
Letter of Intent for an Acquisition — Negotiation and Closing (Buyer Side)
End-to-end representation of the buyer on a Letter of Intent for an Acquisition, the agreement that sets the price, structure, and exclusivity of a deal while keeping the non-binding parts genuinely non-binding.
Letter of Intent for an Acquisition — Negotiation and Closing (Seller Side)
Drafting and negotiation of a Letter of Intent for an Acquisition on behalf of the seller, through to signature.
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A Rollover Equity and Management Incentive Documentation written to favor the buyer, covering the document that keeps management invested after a sale, with the rollover mechanics and incentive terms aligned to the buyer's plan.