The design choices

  • The metric: revenue is hard to manipulate, EBITDA reflects value better but invites cost-allocation fights. Define it to the ledger line.
  • The period: one to three years — long enough to prove, short enough to stay attributable.
  • The curve: cliff, linear or capped-linear; linear with a cap settles most nerves.

The control problem

After closing, the buyer runs the company that generates your earn-out. The contract answers with conduct clauses: business as usual, agreed budgets, information rights, and a calculation mechanism with an independent expert as tiebreak — drafted before signing, when everyone still likes each other.

The tax timing

A seller through a holding receives earn-out payments inside the participation exemption frame; the deal documentation fixes how later payments and adjustments are treated on both sides. Private sellers plan box 2 timing per payment — part of after-the-sale planning.

When to accept one

An earn-out is deferred, conditional price — weigh it at a discount, cap your exposure, and keep the guaranteed part the part you can live on. The wider negotiation stands in selling your Dutch business.