Earnouts, escrow, and getting the keys

Plenty of acquisitions die after the handshake. The price is agreed, both sides are excited, and then the unglamorous part — moving the actual asset from one person to another — falls apart. Here's how income really changes hands, and how to keep a deal alive through the part nobody posts about.

Escrow: money waits for proof

Never send funds on a promise. In a clean deal, the buyer's money sits in regulated escrow while the transfer happens, and it's released only when the buyer confirms everything arrived. It protects the buyer from paying for nothing and the seller from handing over the keys to a buyer who ghosts. Escrow is non-negotiable on a deal of any size.

The transfer is a checklist, not a vibe

"Handing over the business" means a concrete list: domains, hosting, code repositories, payment-processor accounts, email lists and the ESP, social handles, ad accounts, customer data, vendor relationships, documentation. Each one has its own transfer quirk. The deals that go smoothly are the ones where this list is written down and worked through item by item.

Earnouts: when you can't agree on the future

Sometimes buyer and seller agree on what a business is today but not on where it's going. An earnout bridges the gap: part of the price is paid up front, the rest as the business hits agreed milestones over the following months. The seller gets paid for the growth they promised; the buyer doesn't overpay for growth that never shows. Used well, it turns a stalemate into a deal both sides feel good about.

The handover

The best transitions include the founder for a defined window — long enough to transfer context, short enough that everyone knows it ends. A documented handover and a few weeks of availability turn a risky purchase into a running start.

Get these three right — escrow, a real transfer checklist, and the right deal structure — and the keys actually end up in your hand. That's when the deal is done.