Module V· Consideration Mix & Earn-OutsAdvanced
Question

What are locked-box versus completion accounts, and what are the M&A accounting implications?

Answer

Locked-box fixes equity value at a historical balance sheet date, with seller economics locked from that date and leakage protections until closing. Completion accounts adjust price after closing based on actual cash, debt, and working capital at completion. Locked-box gives price certainty but requires strong leakage diligence. Completion accounts reduce balance-sheet risk but can create disputes over definitions and closing statements.