Earnout true-ups both sides can verify.
The buyer computes the earnout; the seller can only dispute it. Give both parties the same live model — milestones, offsets, caps — where a challenged input shows exactly which downstream numbers move.
M&A advisors structuring earnouts, and the buyers and sellers living with them post-close.
Book a working session- $1,020,000Earnout PaymentTrueup!G14= min(cap, 50% × qualifying rev)
- $2,340,000Qualifying RevenueTrueup!D10= milestone − offsets
- $2,480,000Milestone RevenueTrueup!B6disputed↓ $80,000 if $2.40M
- $140,000Offsets (indemnity)Trueup!B9
›Earnout payment of $1,020,000 = 50% of qualifying revenue under the $3.0M cap (Trueup!G14). Disputing Milestone Revenue (Trueup!B6) moves it by $80,000.
Click any figure — this is what your counterparties get. The trace walks the number through your model to the cells that produced it.
Earnouts are contested more than a quarter of the time.
Industry data puts disputes at 28%+ of earnout deals, paying out cents on the dollar. The documented root cause isn't bad faith — it's that one side computes and the other side can't verify.
The model in the purchase agreement dies at closing.
The earnout mechanics were negotiated in a spreadsheet everyone scrutinized. Then the deal closes, the buyer runs it privately, and the seller sees only a number and a cover letter.
Every dispute reopens the whole calculation.
A seller who doubts one input — a revenue cut-off, an offset — has no way to see its isolated effect, so the challenge becomes a full-model audit with lawyers on both sides.
›Flag Milestone Revenue (Trueup!B6) and both sides watch the exact same downstream figures move — a bounded question, not a full-model fight.
Move a disputed input and watch the downstream true-up light up on both sides at once — buyer and seller off one shared spine.
How the counterparty experience works
The deal model becomes the portal
The earnout workbook from the purchase agreement — milestones, offsets, caps, accelerators — runs as-is.
Both parties see the same statement
Buyer and seller each get permissioned views of one computation. There is no 'their spreadsheet' anymore.
Disputes narrow to inputs
Flag a contested input and the trace shows exactly which downstream figures move and by how much — a bounded question instead of a full-model fight.
Every period is versioned
Each true-up run is archived with its data and model version — the audit trail exists before anyone needs it.
Questions
Who engages Formualizer — buyer or seller?
Usually neither directly: M&A advisors attach it as a closing deliverable, the way escrow gets attached. Both parties get verification; the advisor gets a differentiated close and fewer post-close fires.
Doesn't the buyer lose control by sharing the model?
The seller sees the earnout computation, not the buyer's books. Permissioning shows each side the agreed mechanics and their inputs — which is what the purchase agreement already entitles them to argue about.
What happens when an input is disputed?
The disputed value is flagged and the dependency trace shows its exact downstream effect. Most disputes shrink from 'the earnout is wrong' to 'we disagree about one number and know precisely what it's worth.'
What does this cost per deal?
Per-deal setup at closing plus a fee per true-up period. For advisors, talk to us about a standing arrangement across deals.
48 hours from workbook to live statements.
Concierge pilot: send a sanitized workbook, we map it and stand up your counterparty portal in 48 hours. Pilots are paid — $2–3k setup, then a monthly fee per recipient. If the pilot doesn't earn the subscription, walk away.