The SRS Acquiom Earnouts & Claims Study examines what happens after closing, using proprietary post-closing data from 1,174 private-target acquisitions valued over $1T and experience while serving as professional shareholder representative on over 4,600 deals. It provides unique visibility into post-closing activity—including indemnification claims, claim resolution, earnout performance, and expense fund utilization—that is generally unavailable through public sources.
This proprietary and mature dataset includes deals that closed from 2009 and as recent as mid-2026, with the majority closed within the last three years. It offers practical benchmarking and insights from an analysis of:
- 366 indemnification claims
- 405 earnout metrics or milestones with $6B at play
- 870 expense funds with a total value of $202M
Key findings include:
- Nearly three out of ten private M&A deals experience an indemnification claim
- 33% of deals with RWI identified have a claim vs. 26% of deal with no RWI identified
- 15 months: the median resolution time for fully litigated (or arbitrated) claims
- One in five dollars end up being paid 21 cents on the dollar: the achievement rate for earnouts (excluding life sciences) held steady
The full report includes:
Transaction Deal Terms
- Deal size
- Buyer type
- Representations and warranties insurance (RWI)
Earnouts (non-Life Science deals)
- Earnout achievement
- Earnout disputes
- Earnouts by length of performance period
- Earnouts by buyer type and industry
Expense Funds
- Expense fund utilization
- Expense fund fundraising
Indemnification Claims
- Claim types
- Claim frequency and size
- Claims by transaction value and buyer type
- Analysis across all deals, deals with RWI identified, and deals with no RWI identified
Kip is a senior director leading the SRS Acquiom thought leadership practice, the mission of which is to share resourceful content built from SRS Acquiom expertise and proprietary data. In addition to facilitating scores of interactive presentations at M&A conferences and law firms, Kip authors a plethora of articles and data studies regularly utilized by the market.
Previously, Kip was a part of the SRS Acquiom Transactional Group, where he collaborated with clients and counsel to negotiate M&A documents including purchase, escrow, payments, and other transactional agreements. Before joining SRS Acquiom, he was an attorney with a Denver-based boutique business law firm working on middle-market M&A deals.
Kip holds J.D. and M.S. (Econometrics) degrees and is a member of the Colorado bar.
Ruth is a director with SRS Acquiom’s thought leadership practice, the mission of which is to share resourceful content built from SRS Acquiom’s industry expertise and proprietary data. Ruth facilitates interactive presentations with legal thought leaders and strategic business partners, as well as authors content showcasing SRS Acquiom’s data and insights.
Previously, Ruth was a director in SRS Acquiom’s Shareholder Advisory Group, where she resolved post-closing disputes ranging from indemnification claims, earnout and milestone disagreements, and third-party lawsuits. Ruth also facilitated post-closing litigation on behalf of shareholders as the shareholder representative. Before joining SRS Acquiom, Ruth was in-house counsel at a multinational public company. Ruth began her career as a law clerk for the Colorado Supreme Court.
Ruth earned her JD from the University of California, Berkeley, and her BA from Reed College. She is active in Colorado’s legal community, and currently serves on the Board of Colorado Bar Association-Continuing Legal Education. In 2024, Ruth was awarded the Chris Miranda Outstanding Hispanic Lawyer Award.