Every organisation faces unique challenges throughout the business lifecycle. We understand the factors that govern growth and profitability and can tailor our...
We deliver full advisory service capability to navigate the array of opportunities, complex challenges and risks to help dynamic organisations achieve their...
-
Business valuations
We offer expert valuation advice in transactions, regulatory and administrative matters, and matters subject to dispute – valuing businesses, shares and intangible assets in a wide range of industries.
-
Capital markets
You need corporate finance specialists experienced in international capital markets on your side if you’re buying or selling financial securities.
-
Complex and international services
Our experience of multi-jurisdictional insolvencies coupled with our international reputation allows us to deliver the best possible outcome for all stakeholders.
-
Corporate insolvency
Our corporate investigation and recovery teams can help you manage insolvency situations and facilitate the best outcome.
-
Debt advisory
An optimal funding structure for your organisation presents unprecedented opportunities, but achieving this can be difficult without a trusted advisor.
-
Expert witness
Our expert witnesses analyse, interpret, summarise and present complex financial and business-related issues which are understandable and properly supported.
-
Financial models
A sound financial model will help you understand the impact of your decisions before you make them. Talk to us about our user-friendly models.
-
Forensic and investigation services
We provide investigative accounting and litigation support services for commercial, matrimonial, criminal, business valuation and insurance disputes.
-
Independent business review
Is your business viable? Will it remain viable in the future? A thorough independent business review can help your organisation answer these fundamental questions.
-
IT forensics
Effective ESI analysis is integral to the success of your business. Our IT forensics experts have the technical expertise to identify, preserve and interrogate electronic data.
-
Mergers and acquisitions
Grant Thornton provides strategic and execution support for mergers, acquisitions, sales and fundraising.
-
Raising finance
Raising finance - funders value partners who can deliver a robust financial model, a sound business strategy and rigorous planning. We can guide you through the challenges that these transactions can pose and help you build a foundation for long term success once the deal is done.
-
Relationship property services
Grant Thornton offers high quality independent advice on the many financial issues associated with relationship property from considering an individual financial issue to all aspects of a complex settlement.
-
Restructuring and turnaround
Grant Thornton’s restructuring and turnaround service capabilities include cash flow, liquidity management and forecasting; crisis and interim management; financial advisory services to companies and parties in transition and distress
-
Transaction advisory
Our depth of market knowledge will steer you through the transaction process. Grant Thornton’s dynamic teams offer range of financial, commercial and operational expertise.
Does your tax bill get the same attention as your cost of sales or salaries and wages? Tax rates might be fixed but the rules and the risks aren't.
-
Corporate tax
Grant Thornton can identify tax issues, risks and opportunities in your organisation and implement strategies to improve your bottom line.
-
Employment tax
Grant Thornton’s advisers can help you with PAYE (payroll tax), Kiwisaver, fringe benefits tax (FBT), student loans, global mobility services, international tax
-
Global mobility services
Our team can help expatriates and their employers deal with tax and employment matters both in New Zealand and overseas. With the correct planning advice, employee allowances and benefits may be structured to avoid double taxation and achieve tax savings.
-
GST
GST has the potential to become a minefield and can be expensive when it goes wrong. Our technical knowledge can help you minimise the negative impact of GST
-
International tax
International tax rules are undergoing their biggest change in a generation. Tax authorities around the world are increasingly vigilant, especially when it comes to global operations.
-
Research and Development
R&D tax incentives are often underused and misunderstood – is your business maximising opportunities for making claims?
-
Tax compliance
Our advisers help clients manage the critical issue of compliance across accountancy regulations, corporation law and tax. We also offer business and wealth advisory services, which means we can provide a seamless and tax-effective offering to our clients.
-
Transfer pricing
Tax authorities are demanding transparency in international arrangements. We businesses comply with regulations and use transfer pricing as a strategic planning tool.
Our experts have extensive experience in audit and assurance and produce outstanding work for leading New Zealand organisations in both the public and private...
-
Audit methodology
Our five step audit methodology offers a high quality service wherever you are in the world and includes planning, risk assessment, testing internal controls, substantive testing, and concluding and reporting
-
Audit technology
We apply our audit methodology with an integrated set of software tools known as the Voyager suite. Our technology has been developed to produce quality audits that are effective and efficient.
-
Financial reporting advisory
Our financial reporting advisers have the expertise to help you deal with the constantly evolving regulatory environment.
Consulting is a multi-disciplinary team, delivering a range of expertise including internal audit, risk management, IT advisory, project assurance, and...
-
Business architecture
Our business architects help businesses with disruptive conditions, business expansion and competitive challenges; the deployment of your strategy is critical to success.
-
Cloud services
Our team is led by cloud business experts who tailor services to the needs of your organisation, from strategy and implementation to ongoing services assurance.
-
Internal audit
Our internal audits deliver independent assurance over key controls within your riskiest processes, proving what works and what doesn’t and recommending improvements.
-
IT advisory
Our hands on product experience, extensive functional knowledge and industry insights help clients solve complex IT and technology issues
-
IT privacy and security
IT privacy and security should support your business strategy. Our pragmatic approach focuses on reducing cyber security risks specific to your organisation
-
Organisational & cultural change
The key to sustainable and future growth is a unified organisation operating within a strong cultural context, where transparency and communication are the priority for Kaimahi, and where visible leadership means walking the talk – but where does that journey begin?
-
Payroll assurance
Our specialist payroll assurance team can conduct a review of your payroll system configuration and processes, and then help you and your team to implement any necessary recalculations.
-
PCI DSS
Our information security specialists are approved Qualified Security Assessors (QSAs) that have been qualified by the PCI Security Standards Council to independently assess merchants and service providers.
-
Process improvement
As your organisation grows in size and complexity, processes that were once enabling often become cumbersome and inefficient. To maintain growth, your business must remain flexible, agile and profitable
-
Procurement/supply chain
Procurement and supply chain inputs will often dominate your balance sheet and constantly evolve for organisations to remain competitive and meet changing customer requirements
-
Project assurance
Major programmes and projects expose you to significant financial and reputational risk throughout their life cycle. Don’t let these risks become a reality.
-
Risk management
We understand that growing companies need to establish robust internal controls, and use information technology to effectively mitigate risk.
-
Robotic process automation (RPA)
RPA is emerging as the most sophisticated form of automation used to help businesses become more agile and remain competitive in the face of today’s ongoing digital disruption.
If you're a Chinese company aiming to invest or establish operations in New Zealand, or you’re a Kiwi business wanting to do business in China, our Asia...
Our unique offering to the financial services sector may be the catalyst you need to take your business forward, safely and prosperously.
We understand the core issues in the health and aged care sector, and the delicate balance between mission purpose, service delivery and standards, and...
At Grant Thornton we have an inherent understanding of traditional and digital media and entertainment businesses, and an ability to spot potential issues and...
Grant Thornton understands the commitment and scrutiny within the NFP sector we offer innovative solutions to help you develop new skills and open up sources...
Grant Thornton actively works with professional services firms, and their Partners and stakeholders to ask the hard questions, and deliver value added...
New Zealand is a favourite location for real estate investors. While Auckland is at the centre of investment and development opportunities, other areas of New...
Our dedicated public sector advisory works with all types of agencies, including central and local government, Crown Entities, State Owned Enterprises...
Sustainability and impact
Earn-outs are a common feature of M&A transactions and when used properly, can provide the parties with an additional opportunity post-deal to true-up and validate the headline price.
When not given appropriate focus and attention, or poorly-drafted in the SPA, earn-outs can damage the business and can create significant contentious post-deal disputes. Indeed, our 2017 survey respondents reported that earn-out clauses were one of the most disputed areas of SPAs post-deal. In this report we seek to set out the core principles of earn-outs and the pitfalls to avoid, to make an earn-out successful.
Read our 2017 international SPA survey
Earn-outs are particularly useful when:
- the buyer is acquiring a business in a new market or industry where future performance is less predictable
- the target business is expected to experience significant growth in the near future and the seller wishes this to be factored into the price
- it is beneficial to retain the expertise of and to incentivise existing management to ensure the future success of the business
- bridging a value perception gap between the parties, resulting from different expectations of future performance.
How to avoid disputes
Given that future performance is unknown at signing, and it is subject to a myriad of factors with varying degrees of control and predictability by the parties, it is unrealistic to mitigate all risk of disputes arising from an earn-out. However, a great many could be avoided by ensuring as far as possible that the earn-out provisions in the SPA are clear and unambiguous.
Clarity can be improved by having:
- clear definitions for what should be included/excluded, preferably illustrated by way of a pro-forma earn-out schedule calculation
- clear accounting policies dealing with judgemental areas open to interpretation and manipulation
- a clear reference point for measuring earn-out results consistently with prior results and the target, eg by reference to an historical set of audited accounts or diligence management accounts.
Buyers/sellers of a business should consider these key points before the SPA is agreed:
- Earn-outs are becoming an increasingly prominent component of transactions, for sound commercial and operational reasons
- The length of the earn-out and principles to be applied in each deal is of vital importance to both buyer and seller
- The need to have clear, unambiguous drafting in an SPA in respect of the earn-out is vital and is fundamental to a successful deal
- Earn-outs can be used in combination with either locked box or completion account mechanisms
- The appetite for an earn-out will be strengthened by the nature and purpose of the deal and the nature of the parties to the transaction
- In the event of an earn-out dispute, it is important that a suitable dispute resolution process has been indicated in the SPA, typically involving expert determination by an independent accountant
Download Earn-outs: How to avoid pitfalls and protect value to find out more.
Also appears under...