Most earn-out disputes are not about performance. They are about who controls the accounts in the year after completion.

Directors who wait until the second creditor letter have usually lost the protection they think they are relying on.

Russian roulette, Texas shoot-out, or a valuation mechanism nobody can game — most constitutions pick badly.

The scope is broader than most boards assume, and the deadline is rarely negotiable twice.

Founders negotiate valuation. The control position is usually settled three pages later.

The 2023 amendments moved this from a drafting nicety to a board-level compliance question.