The Earnout Trap What Every Business Seller Needs to Know

Lucas and Luna break down the earnout—a common but often misunderstood deal structure where part of the purchase price depends on future performance. They walk through a concrete case: a $50 million SaaS company acquisition where the earnout clause triggered a bitter dispute. Lucas explains how earnouts shift risk to the seller, why they're used in about 30% of private sales under $100 million, and what three protections every seller should demand before signing. Luna pushes back on whether earnouts ever truly benefit the seller, and they explore a better alternative: the seller note. By the end, listeners will know how to spot a dangerous earnout clause and when to walk away from the deal table. #Earnout #BusinessSale #MergersAndAcquisitions #PrivateCompanyExit #BusinessBroker #SellerFinancing #EarnoutClause #SaaS #ExitStrategy #BusinessValuation #RiskManagement #DealStructure #LucasAndLuna #FexingoBusiness #BusinessPodcast #BuyerSeller #PrivateSales #SellerNote Keep every episode free: buymeacoffee.com/fexingo