The Earn-Out

What this pack runs.

Two sides could not agree what a business is worth, so part of the price is written as a claim that pays later, on a number the business has to reach. Call it an earn-out, a contingent value right, or a staged price set by performance: it is one instrument, and it ends one of three ways, paid, missed, or fought. The meeting prices the second, reads the contingent part as money it might not have to spend, and calls the structure a hedge. It has not priced the other two. This pack turns the comparison into arithmetic against the plain price the seller would take with nothing contingent: the price at close, plus the contingent price at the share you expect to pay, plus running the business the seller's way for the term, plus the fight at the chance you have stated, all in today's money. Then the whole decision reduces to the break-even miss, how much of the earn-out must go unpaid before it beats the plain price, set beside the miss your own forecast implies. The Model tab sweeps the miss from paid in full to wholly missed, and the meeting's arithmetic sits beside it so the distance between the two is visible. It stops on two halts, what running it the seller's way costs a year and what the fight would cost, and reads every deliberate zero as the claim it is: nothing contingent, nothing at close, a seller who will not name a plain price, covenants that forbid you nothing, and a formula no one expects to be fought.

The casebooks these cases come from.

The pack reads nine sourced decisions through the framework. They are drawn from these casebooks, each one a set of verified records on a single decision type.

A verified record has passed a mechanical claim-versus-source check, a second model's read, and human approval. The count is what exists today, not a target.