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M&A
Bridge valuation gaps

Earnout Structure Design. Bridge the gap, keep the deal alive.

Earnouts (or contingent payments) bridge the gap when buyer and seller disagree on valuation: a portion of the purchase price tied to post-close performance (revenue, EBITDA, milestones). They keep deals alive but create future disputes - most earnouts under-pay sellers because buyers control the operations. We design earnout structures that protect both sides: clear measurement, anti-circumvention, dispute mechanisms, tax-efficient treatment. From simple revenue earnouts to complex milestone-tiered structures.

All 50 states + DC 60-day money-back SOC 2 Type II
How it works

How we handle Conservation Easement, end-to-end.

A conservation easement is a permanent restriction on the use of land, typically donated to a qualified land trust to preserve the land's natural or open-space character.

1

Eligibility review

Land must have conservation value: scenic, ecological, historic, open-space, or recreational. We assess whether your land qualifies. Most rural and undeveloped properties do; urban properties rarely.

2

Land trust selection

Donation must be to a qualified land trust (501(c)(3)). We refer to local and national land trusts (Land Trust Alliance, The Nature Conservancy, regional trusts). They accept the easement and hold the restriction in perpetuity.

3

Engineering + appraisal

Engineering work documents the conservation value. Qualified appraisal determines diminished land value (the deduction amount). IRS scrutinizes appraisals; we use highly credentialed appraisers with conservation easement experience.

4

Legal documentation + closing

Easement document recorded with county recorder. Permanent restriction runs with the land. Donor receives appraisal-supported deduction. Coordination with attorney specializing in conservation easements.

What we'll set up for you

A clean handoff, in four steps.

You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.

01 · Name + Brand

A name that's actually available.

Real-time check against the state register, USPTO trademark database, and matching domains.

02 · State filing

Filed with the Secretary of State.

We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.

03 · Federal IDs

EIN + the right tax setup.

Federal Employer ID with the IRS, plus state tax accounts when your business needs them.

04 · Stay compliant

Registered Agent + deadline tracking.

Your agent on file in every state, with every renewal and annual report tracked in one calendar.

Pricing

Transparent conservation easement pricing.

Government fees pass through at cost. No upsells.

Earnout term sheet design

$1,499
Pre-LOI structuring

Design the earnout economics + structure as part of LOI / term sheet. Includes 2 modeling iterations. Best before signing definitive.

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Complex / multi-tier earnout

$5,999
Multi-milestone

Multi-tier or multi-milestone structures (regulatory, customer, integration milestones). For deals with 30-50%+ earnout component or complex performance metrics.

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FAQ

About the Conservation Easement Service.

Should I do an earnout at all?
Earnouts bridge valuation gaps but introduce future disputes. Best when: founder remains active, business has clear growth runway both sides see, or seller has unique uncertainty (regulatory pending, pivot in progress). Avoid when: founder will be passive, integration plans threaten standalone performance.
What is the typical earnout size?
Most common: 10-30% of purchase price as earnout. Smaller in cash-rich deals + larger in growth-stage / strategic deals. Above 50%: deals start to feel like joint ventures. Below 10%: usually not worth the legal complexity.
How are earnouts taxed?
Installment method (IRC 453): gain recognized as payments received, proportional to gross profit ratio. Imputed interest carved out (IRC 483 or 1274). Result: seller pays tax over multiple years matching actual receipts. Capital gains rate typically applies (with character-of-asset analysis).
What if the buyer sells the target during the earnout?
Standard provision: earnout accelerates on change of control. Seller gets the remaining earnout immediately. Sometimes capped (avoid windfall). If buyer wants flexibility to sell, may negotiate 'assumed-by-acquirer' instead. Drafting choice.
Can the earnout be litigated?
Yes, often. Earnout disputes are the most-litigated post-M&A area. Good drafting prevents most: clear metric, accountant's certification, expert determination for disputes. Common disputes: timing of revenue recognition, EBITDA add-backs, anti-circumvention breach, change-of-control acceleration.
How does a milestone earnout differ from a revenue earnout?
Revenue earnout: gradual, measured each year against targets. Milestone earnout: discrete payment on achieving specific events (FDA approval, customer contract signed, regulatory clearance, product launch). Milestone often used in biotech, regulated, and product-stage businesses. Often combined with revenue.
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