Earn-outs raise issue of control in M&As

Any lawyer experienced in the purchase and sale of businesses (“mergers and acquisitions” as we like to say) knows that the advice his or her client will receive will depend in large part on whether the client is a buyer or seller. For example, sellers will want to receive as much of the purchase price as they can at closing (ideally 100 percent), but buyers often want to defer a portion of the purchase price for possible indemnity claims or other negotiated circumstances.One thing