Case study · anonymised
An exit to a strategic investor
The matter is anonymised — client type, industry and scale. Past results do not guarantee future outcomes.
- Client type
- SaaS company
- Industry
- B2B software
- Scale
- Exit · 3-year earn-out
Problem
What they came with
The founders were selling the company to a foreign strategic investor. A significant part of the price depended on an earn-out spread over three years — i.e. on post-transaction results the founders only partly controlled.
A badly constructed earn-out can turn a good exit into a three-year dispute.
Solution
What we did
We negotiated clear, measurable earn-out metrics and protections against buyer decisions that could depress those metrics.
We ensured bilingual documents and consistency between versions, so there was no room for reinterpretation on the foreign buyer’s side.
Outcome
The transaction closed, and the earn-out was based on metrics the founders understood and could genuinely influence. The three-year post-transaction period began with no dispute over the rules of the game.
Practice area
Lawyers in charge
Tomasz WieczorekPartner
Piotr ZielińskiAssociate
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