How Earnout Antifraud Provisions Work in M&A Deals

Episode 45 of The Acquisition Talk digs into the $47 million earnout fraud case at a med-tech acquisition in 2023, where the buyer alleged the seller inflated EBITDA by deferring R&D expenses. Lucas and Luna walk through the three antifraud provisions that can protect buyers—specific indemnity, post-closing true-up, and clawback rights—and why most middle-market earnout agreements miss at least one. They discuss how a mid-2024 FTC advisory opinion on earnout accounting shifted the enforcement landscape, and what operators negotiating earnouts today should look for in their own contracts. If you're buying or selling a private company with a performance-based payout, this episode gives you the concrete language to ask for. #EarnoutFraud #MergersAndAcquisitions #MiddleMarket #DueDiligence #EBITDAGaming #SellerFinancing #IndemnityClauses #ClawbackRights #PostClosingTrueUp #MedTech #FTCAdvisoryOpinion #R&WInsurance #PrivateCompanyM&A #DealStructuring #Business #FexingoBusiness #BusinessPodcast #TheAcquisitionTalk Keep every episode free: buymeacoffee.com/fexingo