The Rise of Contingent Consideration in Private M&A Deals

M&A deals look a lot different today than they did 10 to 20 years ago. For most of the 1990s, a typical sale of a venture-backed private company involved a small-to-mid cap public company acquirer, in which the merger consideration was the acquirer’s stock and the deal was structured as a tax-free, pooling-of-interests merger. Fast-forward a decade and the structure has changed dramatically. The typical deal today involves a large public acquirer that is paying cash but is holding back some portion of the payment until after the deal officially closes to account for possible working capital adjustments, earnouts or other unforeseen issues.

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