Complete this M&A course to:

  • Conceive and produce earnout structures that align with the deal objectives

  • Engineer retention agreements for key talent on both sides of the transaction

  • Produce an environment that drives integration milestones and value creation

Curriculum | M&A Earnouts and Retention Agreements

Friday November 8, 2024
10:00am - 4:30pm (CST)

Live Online 

Earnout Formulations

  • Tailoring earnout agreements to align with M&A objectives
  • Types of earnout structures and their advantages and disadvantages
  • Key considerations in determining earnout metrics and operational control
  • Connecting earnout agreements with other provisions in the M&A agreement
  • Common challenges and risks associated with earnout structures and triggers
  • Methods for ensuring earnout payments are appropriately structured and paid
  • Provisions for dispute resolution, claw backs, and claims adjudication

Contingent Value Rights 

  • Using CVRs to bridge valuation gaps and win shareholder support
  • Setting time frames for achieving performance milestones and payouts
  • Modeling the range of possible outcomes and impact on the transaction
  • Linking contingent consideration to the transaction’s value drivers
  • Adjustment mechanisms for market and regulatory disruptions
  • Selecting a calculation methodology and independent auditor
  • Common challenges and risks in framework design

Retention Agreements

  • Approaches for identifying key employees for retention
  • Understanding cultural variations that may impact global transactions
  • Techniques for employing tactical empathy to improve negotiations and retention
  • Legal and ethical parameters for retention agreements
  • Determining maximum retention funds and 'at market' ratios to deal value
  • Tax implications and considerations for the company and employees
  • How to optimally structure payment triggers

Upon completion you will receive 5.5 CLE credit hours (if applicable) and a Certificate of Completion.

M&A Earnouts and Retention Agreements_M&A Master Class_Transaction Advisors Institute

You will also be invited to join a confidential discussion space for exchanging ideas, best practices, recommendations, and information with other M&A Master Class alumni.

Faculty | M&A Earnouts and Retention Agreements

Shermin Kruse is an Adjunct Professor at Northwestern University's Pritzker School of Law, where she teaches a course on global transactions. 

She also serves as an advisor to the corporate directors of multiple corporations including Ambhar Tequila, FavorBonds, and HappyGum, on issues ranging from operations to international growth, and an advisor to many more boards and directors through the National Association of Corporate Directors. Shermin Kruse is an Adjunct Professor at Northwestern University's Pritzker School of Law

In addition, Ms. Kruse is a TED and TEDx talk producer, having produced more than 60 different TEDx talks on tactical empathy, complex negotiation, leadership, and professional development. 

Ms. Kruse was a partner at the law firm of Barack Ferrazzano where she represented international and Fortune 500 companies in a range of complex negotiations and global transactions for more than 17 years. 

Ms. Kruse graduated from the University of Michigan Law School (J.D., cum laude), The University of Toronto (BSc, honors dual degree in Psychology and Philosophy), Northwestern University School of Professional Development (negotiation certification), and The Chicago Council on Global Affairs (fully funded Emerging Leader Fellowship).

She is the author of the textbook, Global Transactions and Regulation: Political, Legal, and Cultural Frameworks (Northwestern University Library, 2022).


  • This M&A Master Class provided a logical review and discussion of relevant case studies, while being easy enough to understand for someone with minimal M&A experience

    Senior Manager at American Axle & Manufacturing

  • This M&A Master Class helped me gain an understanding of the different type of earnouts especially CVRs

    Mergers Acquisitions and Divestitures Project Manager at Hewlett Packard Enterprise

  • Great M&A course that covered the basics of Earnouts and Retention Agreements - along with some practical advice in implementing both

    Senior Director of M&A at Dentsu International

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