Earnouts, CVRs and manipulating outcomes

The difficult economy has more dealmakers turning to earnouts and contingent value rights to bridge valuation gaps. Including milestone payments or shares based on predetermined outcomes offers comfort to buyers worried they are overpaying in a volatile market and sellers who believe their assets are worth more than the asking price. William Venema, an attorney with Epstein Becker & Green PC says while these deal structures can help get parties to close, they can also increase the risk of post-close litigation. - Suzanne Stevens