Earnouts often look attractive in letters of intent, but many founders never receive the full payout. Buyers frequently include large earnout figures without defining clear performance metrics, operational control, or accounting rules. In this video, Pat Linden explains why earnouts negotiated too late—or too loosely in the LOI—can result in little or no payment. Founders should understand how earnouts are structured and negotiate key terms early to protect their expected proceeds.
Pat Linden is a premier Denver M&A attorney and the Founder of Linden Law Partners. With over 25 years of experience—including 15 years at elite international law firms—Pat specializes in business and transactional law, serving as a strategic bridge between “Big Law” sophistication and boutique agility.
As a lead counsel, Pat has navigated hundreds of venture capital financings and M&A transactions ranging from early-stage seed rounds to $700 million exits. Known as the “entrepreneur for entrepreneurs,” he represents the Rocky Mountain region’s top companies, investors, and executives in complex private equity and corporate law matters.
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