The exact metric
Which revenue counts, returns, fees and ad spend treatment.
Earnouts & seller financing
Earnouts and seller financing in ecommerce acquisitions
Pay part of the price later, based on performance or over time, with terms that are clear, measurable and hard to dispute.
Discuss Your AcquisitionOverview
Bridging the valuation gap with deferred payments
Buyers and sellers often disagree on what an ecommerce business is worth, especially after a strong or unusual trading year. Earnouts and seller financing bridge that gap by paying part of the price later.
They also keep the seller invested in a smooth handover. But poorly drafted earnouts are one of the most common causes of post-deal disputes, so the definitions and controls need careful drafting.
Get Legal AdviceWhat It Covers
How deferred consideration is structured
The mechanics we draft and negotiate for buyers.
Revenue, gross profit or contribution margin targets, measured over defined periods with clear accounting rules.
Buyer Checklist
What to define in an earnout or seller note
Measurement periods
Monthly, quarterly or annual targets and catch-up rules.
Caps and thresholds
Maximum payout and any minimum performance level.
Acceleration events
What happens if you resell the business during the earnout.
Security for the seller
Whether the note is secured and on which assets.
Set-off and default
Deductions for claims and remedies if payments are missed.
Our Process
How we structure deferred payments
FAQ
Frequently asked questions
Part of the purchase price paid after closing only if the business hits agreed performance targets, such as revenue or profit, over a set period.
Buyer Guides
Related legal guides for ecommerce buyers
Cross-border
Cross-border ecommerce acquisition legal advice
Asset purchase
Asset purchase agreement for an ecommerce business
Share / stock purchase
Share and stock purchase agreements for ecommerce businesses
Due diligence
Legal due diligence for buying an ecommerce business
Amazon FBA
Legal advice for buying an Amazon FBA business
Shopify
Legal advice for buying a Shopify store
Acquisition lawyer
Specialist legal counsel for ecommerce business acquisitions
Letter of intent
Letter of intent for buying an ecommerce business
Closing
Ecommerce acquisition closing checklist
Buyer checklist
Buying an online business: the legal checklist
Amazon
Amazon seller account transfer when buying an FBA business
Transition
Transition services agreement for ecommerce acquisitions
Valuation
Ecommerce business valuation: the legal checks behind the price
Cross-border
Buying a US ecommerce business from the UK or abroad
Negotiating an earnout or seller note?
Tell us about the business you plan to buy and where the deal stands. We will explain the legal support you need.