Whenever there is an earnout in the M&A context, the acquiring company will attempt to insert language in the transaction agreements relieving the acquiror from

Whenever there is an earnout in the M&A context, the acquiring company will attempt to insert language in the transaction agreements relieving the acquiror from any liability if it does not help (or even hinders) the target (or the relevant employees from the target) in meeting the earnout thresholds. If your company receives an acquisition offer and it includes an earnout, do not sign a term sheet that lacks protections in terms of your ability to meet earnout thresholds. Your leverage decreases once the term sheet is signed. So, if there's any chance to get protections, it's at the term sheet phase.