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The fight in an earnout dispute is almost never about the math — it is about a single phrase: commercially reasonable efforts. Snow Phipps, Himawan, and what the language should actually say.

The Delaware Supreme Court reversed Moelis on narrow time-bar grounds. The signal runs deeper than the holding .

The working-capital peg quietly decides who writes a check at closing. A plain-English walk-through for first-time sellers — and a guide to the four rules that protect you.

Earnouts sound simple but cause more post-closing fights than any other deal term. A founder-friendly walk-through of how earnouts really work, how they go…