An earnouts clause is a provision in an M&A purchase agreement that makes part of the final sale price dependent on how well the company performs after the deal closes. Earnout provisions are common in asset management M&A because of the personal nature of the business and because “assets can just walk right out the door at closing,” explained Debevoise & Plimpton partner Jillian Mulroy Wright during a program on structuring earnouts in asset manager M&A. Along with Debevoise partners Andrew G. Jamieson and Zachary H. Saltzman, and associate Marisa Demko, Wright explained how earnouts help align the interests of the parties on critical issues, including price, retention of key employees, client consents and the future success of the business. The panelists also discussed common disputes arising out of earnouts and how to mitigate the risk of such disputes. This article synthesizes their remarks. See our two-part series on asset management M&A transactions: “Negotiating Deal Terms and Addressing the Assignment of Advisory Contracts” (Apr. 27, 2021); and “Role of Target and Buyer Diligence and Tips for Areas to Scrutinize” (May 4, 2021).