Earn-out explained

This case study shows how the use of litigation visuals improved court understanding and contributed to a successful outcome for the seller.
min. reading time

Problem statement and legal background

The seller in an M&A transaction was entitled to a portion of the purchase price, to be paid later, based on post-sale operating results under an earn-out clause. The buyer refused this payment because the operating results were poor. However, the seller argued that the buyer had reorganized the business to such an extent that it was not surprising that poor results had been achieved. A high-level conflict ensued over the interpretation of the earn-out clause and the effect of the reorganization on the operating results.


Patroon was engaged to support the seller in the legal proceedings. We developed a series of visual presentations, infographics and diagrams to clarify the buyer's reorganization of the company and its impact on the operating results and the earn-out clause.


The use of litigation visuals had the following effects:

  1. Effective communication: The litigation visuals helped effectively communicate the impact of the reorganization on the company's bottom line and the earn-out clause.
  2. Time savings: Lawyers spent less time at the hearing explaining the relevant clauses, allowing them to focus on other aspects of the case.
  3. Better understanding: The judge better understood the complex M&A documentation, which contributed to a successful outcome in the proceedings.


This case demonstrates that the use of litigation visuals in complex cases can play a critical role in achieving a positive outcome for clients. Using clear and compelling visuals to clarify legal concepts can make a significant difference in litigation success and client satisfaction.

About the author
Maurits Fornier
Maurits Fornier
Share this article