The earnout was supposed to pay out in March, and the buyer's post-closing accounting made sure it never got there.
Deal counsel who ran the closing rarely litigates what happens next, and that relationship doesn't automatically produce a referral. The firm that already knows the survival-period clock is the one the seller calls.
The earnout was supposed to pay out in March, calculated on trailing-twelve-month revenue against a target the seller thought was conservative. Instead the buyer's post-closing accounting reclassified two product lines, shifted overhead allocations that never existed pre-close, and the number came in eleven percent short. The seller reads the calculation twice, certain something was engineered, and has no idea yet whether that suspicion is even actionable.
Across the country, a buyer's GC just found a customer contract the seller's reps and warranties said did not exist, discovered four months after closing, with the indemnification escrow release date already circled on the calendar.
The dispute runs on the survival period, not on the deal team's memory
An earnout shortfall or a post-closing indemnification claim is rarely a surprise in isolation. It surfaces on a specific date: an earnout measurement period closes, an escrow release date arrives, a representation turns out to have been false and someone finds it before the survival period lapses. The transactional lawyers who ran the deal are usually not the ones who litigate what happens next, and the relationship between seller and buyer's counsel, built during diligence, does not automatically produce a referral once the fight starts.
A seller sitting on a shorted earnout payment, or a buyer holding a real indemnification claim, does not have unlimited time to find the right counsel. Reps and warranties survive only for the period the purchase agreement specifies, often twelve to twenty-four months, and a claim asserted after that window closes is barred regardless of merit.
Seller with a shorted earnout or an indemnification claim against escrow
A specific payment date or claim notice already passed, with a real number in dispute and a survival-period clock that does not pause for negotiation.
Buyer's GC pursuing a post-closing breach of reps and warranties
Discovered a misrepresentation after closing, with an escrow balance and a survival deadline both in play.
This is a different practice from commercial-contract-disputes on this hub, which covers ordinary sales and supply-agreement breaches under the UCC, not the specific mechanics of an acquisition agreement's earnout formula or indemnification cap. The buyer here needs M&A litigation experience specifically, not general commercial litigation.
A 20-minute call is enough to determine fit. We will tell you directly if the program does not make sense for what you do. Arrange it here.
What a buyer is actually searching
The seller with a shorted earnout searches specifically: earnout dispute attorney, breach of implied covenant earnout, post-closing purchase price adjustment. The number is already calculated and already feels wrong by the time they search.
The buyer's GC searches differently: post-closing indemnification claim, breach of representations and warranties, escrow dispute attorney. The urgency is the survival-period deadline, not the legal theory itself.
A generic "M&A lawyer" campaign catches neither one. It wins the click from a company planning its next acquisition and loses the seller with a real, dated shortfall already calculated.
Objections we hear
Our deal counsel already handles this. Transactional M&A lawyers who ran the closing often refer post-closing disputes out, because the skill set and the economics of litigation are different from drafting the deal.
We already rank for M&A law. For the category. Not for the earnout formula, the escrow dispute, or the specific representation the real buyer is typing by name, calculation already in hand.
This belongs in arbitration under the purchase agreement, not litigation. Sometimes. Whether it does is exactly the kind of threshold question a buyer searching this week needs answered fast, not assumed.
The clause that quietly decides whether you even get to court
A seller who discovers a shorted earnout often assumes the dispute proceeds like any ordinary breach claim, filed in court, full discovery, a jury if it comes to that. Many purchase agreements say otherwise. A common earnout or working-capital dispute-resolution clause routes the disagreement to an independent accountant or expert determination process instead, a narrower track with limited discovery, no jury, and often a binding result, before either side ever gets near a courtroom.
Delaware courts have also read an implied covenant of good faith and fair dealing into earnout provisions, meaning a buyer who runs the acquired business in a way specifically designed to suppress the earnout, even without violating the contract's literal terms, can still face liability for it. A seller who assumes the calculation itself is the whole fight, without checking what the dispute-resolution clause actually requires or whether the buyer's post-closing conduct is independently actionable, can misjudge both the forum and the theory before the case even starts.
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Lawyer-to-lawyer, in select circumstances
Lawyers may solicit other lawyers, and in select circumstances, when the target is referring counsel rather than the seller or the buyer in the dispute, direct mail or similar correspondence to other lawyers can be part of the work. That is an exception, not the default. It is not a list of sellers who recently closed a deal. It is not a list of buyers. It is not LinkedIn message outreach. Bar rules vary by state, and the firm confirms what it can run before anything goes out.
What runs, and what we will not do
Google ads built around the specific dispute a seller or buyer's GC actually types, an earnout shortfall, an indemnification claim, an escrow release fight, not one generic "M&A lawyer" campaign competing for deal-side traffic it was never built to win. Foundational web presence, so the click lands on a firm that reads as having actually litigated a purchase agreement dispute, not a transactional deal page that loses the click in the ten seconds it took to arrive.
LinkedIn placements aimed at transactional M&A counsel and corporate litigators who already know which firm takes the fight they cannot keep, run as paid placements only, never InMail, connection-request sequences, or direct messages. We do not run that channel, and it is not part of this program under any name.
What we will not do: write to the seller or the buyer. We do not build a solicitation list from public deal announcements or SEC filings, and we do not mail, email, or call a party to a transaction who has not searched or asked. We do not calculate the earnout, negotiate the indemnification claim, or try the case ourselves. We make the firm findable. The firm does the work.
Why a generalist agency gets this practice wrong
An agency selling "M&A lawyer" leads at scale cannot tell a seller with a real, dated earnout shortfall apart from a company planning its next acquisition, and the bidding shows it. They also cannot separate a post-closing dispute from commercial-contract-disputes, a genuinely different fight with a different clause structure and a different specialist bar.
We will run a tight campaign for a firm that closes fewer files at higher value, not a generalist deal practice chasing every M&A keyword in the market. That is the point of this page.
How this is billed
This is Visibility Program work, not the outbound program. You pay ad spend directly to the platforms, Google and, where it runs, LinkedIn. ROI Wire bills a retainer that scales with that spend, not a flat project fee and not a percentage of closed files.
A landing page may be included at no additional cost. A full website build is always quoted and billed separately. Copywriting, directory work, and the reputation surfaces a seller or buyer checks before trusting a firm with a live, dated dispute sit under this track as the credibility layer that holds the traffic, not as a correspondence program running in parallel. Ads can be live in under a week. Approval on your side, the keywords, the spend, the page the click lands on, usually determines the timeline, not the platforms.
Who this fits, and who it does not
This fits firms that actually litigate earnout and post-closing indemnification disputes, in the deal sizes and industries they know cold, with the capacity to move inside a survival-period deadline. The lead worth the spend is a seller or buyer with a real, calculated dispute already in hand.
It does not fit a firm whose real book is transactional deal work with no litigation practice, or one without capacity to move on a survival-period deadline. That is not commercial-contract-disputes either, which covers ordinary sales and supply-agreement breaches on its own page.