Identify Earnout Issues

---
name: identify-earnout-issues
task_id: corporate-ma/identify-earnout-issues
description: Guides review of an earnout calculation notice where disputed revenue recognition, calculation errors, and purchase agreement mechanics must be analyzed to identify arguable bases for objection.
activates_for: [planner, solver, checker]
---

# Skill: Earnout Calculation Notice Review

## 1. Subject-matter triage

- Treat the first earnout-period notice as a source-driven issue-spotting exercise: isolate the notice, the purchase agreement earnout provisions, the accounting policies used in the calculation, the supporting schedules, and any prior-period baseline materials.
- Identify the governing metric first. Determine whether the notice turns on revenue, EBITDA, gross profit, bookings, collections, or another formula, because the relevant dispute theory changes with the metric.
- Separate calculation disputes from conduct disputes. A line-item error, an accounting-method deviation, and an operational covenant breach may overlap, but they are distinct objections and should be analyzed distinctly.
- If the source set contains more than one period, schedule, business unit, or metric variant, enumerate each before analysis and address them one by one; do not collapse them into a single generic review.
- If only one earnout period is in scope, state that clearly and confine the analysis to that period.

## 2. Failure modes the skill is correcting

- The review identifies aggregate calculation errors without tracing them to specific line items in the revenue schedule, making the dispute too thin to support a formal objection.
- Revenue-recognition disputes are flagged without tying them to the contractual metric definition, the stated accounting methodology, or any consistency requirement in the earnout provisions.
- Buyer conduct during the earnout period is not tested against anti-manipulation, operational, or information-rights provisions, even though those provisions can create independent objections or remedies.
- Procedural constraints are omitted, leaving the client without guidance on the objection deadline, content requirements, or waiver risk.
- Distinct categories of issues are merged together, obscuring what is a calculation error, what is a contractual breach, and what is a valuation or commercial disagreement.
- The memo states conclusions without naming the governing contractual clause, accounting convention, statute, rule, or other authority that supports the proposition.

## 3. Legal frameworks / domain conventions that apply

- Earnout calculation notice practice: the buyer typically delivers a notice stating the calculated earnout and the supporting computation, which starts the seller’s review and objection process.
- Purchase agreement controls: the earnout metric definition, the measurement period, the calculation methodology, the timing rules, and the objection procedure are controlled by the agreement, not by post hoc business judgment.
- Accounting consistency principle: where the agreement requires consistency with pre-closing accounting, compare the notice to the pre-acquisition methodology and identify any departures, reclassifications, or changed assumptions.
- Revenue recognition and classification rules: examine whether revenue was pulled into or pushed out of the earnout period, whether excluded items were improperly included, and whether non-recurring or contra-revenue items were treated consistently with the metric definition and applicable accounting rules.
- Anti-manipulation / best-efforts style covenants: if the buyer was required not to take actions that depress the earnout, test whether the reported result reflects operational changes, discretionary charges, migration decisions, pricing actions, or allocation choices that may implicate the covenant.
- Information-rights and cooperation provisions: determine whether the seller received the books, records, and workpapers the agreement requires, because missing support can affect the maturity of the review period and the scope of the objection.
- Objection mechanics: identify the required form, specificity, delivery method, and deadline for an objection notice, and assess waiver risk if the seller misses or under-specifies the objection.
- Control the legal proposition by naming the authority relied on, whether it is the agreement itself, a statutory or regulatory accounting rule, or a generally recognized legal doctrine governing contract interpretation and waiver.

## 4. Analytical scaffolds

- Start with a deal-map:
  - identify the earnout metric;
  - identify the measurement period;
  - identify the calculation inputs and exclusions;
  - identify the buyer’s methodology statement;
  - identify the objection deadline and form requirements.
- Then run a line-item review of the calculation notice:
  - compare each major revenue category or adjustment to the supporting schedule;
  - isolate items that are missing, duplicated, reclassified, timed differently, or treated inconsistently;
  - note the source document that proves each discrepancy.
- For each issue, close the analysis with three moves:
  - scale it against the relevant source figure, threshold, or period;
  - cross-reference the controlling agreement clause, schedule, or support document that interacts with it;
  - state the client consequence, such as reduced payout, delayed payment, waived objection, or stronger dispute leverage.
- Test consistency against the pre-closing accounting baseline:
  - identify whether the same accounting policy, reserve treatment, allocation method, or recognition trigger was used before and after closing;
  - flag any unexplained deviation as a potential objection ground.
- Test buyer conduct against the contractual covenant set:
  - look for discretionary actions that may suppress the earnout;
  - distinguish pure calculation issues from independent conduct-based claims.
- Review the support package for completeness:
  - confirm whether the seller received the calculation workpapers, source ledgers, and required books-and-records access;
  - if support is incomplete, flag the procedural and substantive consequences.
- Apply controlling authority to each legal conclusion:
  - cite the agreement section, accounting standard, contract doctrine, or procedural rule that supports the point;
  - avoid bare assertions that the item is “improper” without identifying the rule that makes it so.

## 5. Vertical / structural / temporal relationships

- Anchor every issue to the relevant temporal slice: pre-closing baseline, earnout period activity, calculation date, notice delivery date, and objection deadline.
- Distinguish upstream causes from downstream effects. A policy change, operational decision, or accounting reclassification may occur earlier than the reported variance, but the memo should connect it to the final earnout number.
- Track relationships vertically:
  - metric definition → accounting policy → source ledger → notice line item → payout consequence;
  - covenant obligation → alleged buyer conduct → effect on metric → remedy or objection path.
- Where the source set contains multiple departments, business lines, or reporting segments, identify which layer generated the figure and which layer absorbed the adjustment.
- If the notice depends on assumptions drawn from a prior period or closing statement, compare those assumptions to the current-period treatment and flag inconsistencies.

## 6. Output structure conventions

- Produce a single issues memorandum in conventional advisory form.
- Use an opening summary that states the overall risk posture and the most important objection themes.
- Then provide a framework section that states the controlling earnout provisions, methodology rules, information-rights provisions, and objection mechanics.
- Follow with issue-by-issue analysis. For each issue, include:
  - a short label;
  - an ordinal severity rating using a defined scale stated once at the top;
  - the source basis for the concern;
  - the controlling clause, schedule, accounting rule, or other authority;
  - the quantified or scaled effect drawn from the source materials;
  - the consequence for the client;
  - the procedural implication, if any.
- Keep calculation disputes separate from conduct-based covenant issues and separate again from procedural objections.
- Include a final section titled as a recommended actions block that gives imperative next steps, assigns each to the appropriate role from the source materials, and ties the step to the objection deadline, information request, or other transactional milestone.
- If the source materials do not identify a deadline or responsible role, say so and anchor the recommendation to the earliest practical transactional milestone.
- Use precise, non-generic drafting; the memorandum should read as if it can be adapted directly into an objection package.