Earnout Agreement and Post-Closing Metrics — Long Form (Buyer Side)
A comprehensive Earnout Agreement and Post-Closing Metrics drafted from the buyer position, covering the agreement that ties part of the price to future performance, defining the metric and the seller's protections against manipulation.
Every allocation of risk is made deliberately in your favor, with the reasoning noted for the negotiation. The complete protective provision set for a transaction where the downside justifies negotiating every term.
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.
2 to 3 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.
$6,825 is $325/hour × 21 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 $6,825 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.
Clients also order
Other M&A work MC Law prepares on a flat fee.
Earnout Agreement and Post-Closing Metrics — Long Form (Seller Side)
A detailed Earnout Agreement and Post-Closing Metrics written for the seller, the document that ties part of the price to future performance, defining the metric and the seller's protections against manipulation.
Rollover Equity and Management Incentive Documentation — Long Form (Buyer Side)
A detailed Rollover Equity and Management Incentive Documentation written for the buyer, the document that keeps management invested after a sale, with the rollover mechanics and incentive terms aligned to the buyer's plan.
Rollover Equity and Management Incentive Documentation — Long Form (Seller Side)
A comprehensive Rollover Equity and Management Incentive Documentation drafted from the seller position, covering the agreement that keeps management invested after a sale, with the rollover mechanics and incentive terms aligned to the buyer's plan.
Disclosure Schedules Preparation (Buyer Side)
A Disclosure Schedules Preparation, drafted from the buyer position, that builds the exception schedules that make the representations true and cap the indemnity exposure.