In mid-market M&A, earn-outs and escrow are back in fashion as parties bridge valuation gaps. The legal drafting—milestones, true-up mechanics, dispute resolution—gets most of the airtime in diligence calls. Tax and integration planning deserve equal billing.
Vendors care about characterisation of proceeds, rollover equity, and timing of recognition. Buyers care about deductibility, purchase price allocation, and how earn-out liabilities flow into consolidated reporting. Employment tax and GST edges appear more often than parties expect, especially when founders stay on as executives tied to earn-out metrics.
Integrated advice means your implementation stepsheet covers not only ASIC filings and completion accounts, but also payroll, BAS cycles, and the first consolidated tax position. That is how earn-outs stay commercial instead of becoming a post-close fight.