Exclusively for Corporate M&A Professionals

M&A Earnouts and Retention

Shermin Kruse Adjunct Professor at Northwestern University's Pritzker School of Law

This M&A Master Class provides a practical review and points to a range of recent transactions for guidance on designing an optimal structure. The key considerations are unpacked with a thorough look at the legal, financial, and human capital considerations associated with contingent consideration mechanisms and various retention structures.

  • 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

$1,500 | $0 for Members Learn About All Access Membership Accounts

Friday, October 3, 2025 | 10:00 - 3:30 (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
  • Using a Contingent Value Rights (CVRs) structure

Crafting Employment Strategies

  • Developing a compelling value proposition for target employees, tied to the deal thesis
  • Mapping target operating model to acquirer model org design, roles, and reporting structures
  • Harmonizing total rewards to ensure parity or better for acquired team
  • Aligning titles and leveling while mapping to acquirer roles and career paths
  • Retention strategy components and levers to drive deal outcomes
  • Tailoring offers for different employee segments - what drives engagement and commitment

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
  • Tax implications and considerations for the company and employees
  • How to optimally structure payment triggers

The Institute is an accredited provider of CPE and CLE in Illinois. This M&A Master Class offers 4.75 CLE credits and 5.50 CPE Credits. An Illinois certificate will be issued. If you are licensed in another state, please check for reciprocity regarding continuing education credits.


Shermin Kruse Adjunct Professor at Northwestern University's Pritzker School of Law

Professor Kruse teaches a course on global transactions and serves as a corporate director and advisor on issues including international growth, complex negotiation, leadership, and professional development. She is the author of the textbook, “Global Transactions and Regulation”.

Earlier she was a partner at the law firm of Barack Ferrazzano where she represented companies in a range of complex negotiations and global transactions.

She has been teaching for the Institute since 2023.

Gina Sandon Director at IBM | M&A Integration, Value Realization

Gina is a specialist in maximizing the financial and operational value of inorganic growth initiatives through the integration of talent, technology and scalable business strategy.

Her experience includes more than 40 acquisitions and divestitures including the $34B integration of Red Hat Software, the $19B divestiture of Kyndryl, and the $4.6B acquisition of Apptio, among others. Throughout these transformations and others, Gina led cross-functional teams, including HR, Finance, Sales, Marketing, Product Management, Engineering and Corporate, from pre-deal diligence through close and on to full operational integration. She has extensive Go-To-Market expertise and extensive experience in Technology Marketing and Sales spanning Cloud, Data & AI, Security, Managed Services, and Automation.

Gina has been a faculty member for the Transaction Advisors Institute since 2019.

“This M&A Master Class helped me gain an understanding of the different type of earnouts."

Mergers Acquisitions and Divestitures Project Manager

Hewlett Packard Enterprise

Senior Manager

American Axle & Manufacturing

"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 Director of M&A

Dentsu International

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

Director, Mergers & Acquisitions Finance

Microsoft

"The M&A Master Class led by Shermin Kruse was a great session to dive deep into what to consider when thinking through earnouts and retention. "

General Manager of Business Process

Steel Technologies

"I would recommend this M&A Master Class to anyone on a Corporate Development team or a Leadership team within an organization."

Director, Corporate Development

Sony

"The best aspect of this master class was the discussion throughout, hearing about examples that others have experienced. Even if the industry was vastly different, it was good to see commonalities in the deal process and how those examples could be applied to our own deals."

Senior Associate, Corporate Development

Sproule

"This master class provided invaluable insights into structuring earnouts and aligning them with strategic objectives. The practical case studies and deep dives into topics like integration planning and customized metrics were both engaging and highly applicable. It's a must for professionals looking to enhance their expertise in M&A."