Put Options, Call Options, and Earn-Outs: A Potential Hidden Risk
InsightsUnderstand how puts, calls, and earn-outs can create significant financial risks following M&A transactions and impact financial statements, liquidity, and valuation.
17 May 2022 4 min read

As the pace of societal change accelerates, organizations are faced with increasingly complex decisions to pursue profitable growth. Elevated customer expectations, shifting market forces, competitive changes and the impact of technology disruption across industries and functions creates pressure for organizations to deliver relevant, quality offerings in a timely fashion. While delivering these options, organizations must be responsive to changing employee expectations, shifting regulatory and societal requirements, and increased mobility of labor and business partners.
Leaders must quickly sift between what is relevant versus what is noise. Short-term needs can drown out medium- and long-term priorities. So how do leaders know what decisions will result in the greatest impact to their organization? Clarity of purpose is obtained by simplifying decisions aligned to the organizational mission and by relentlessly focusing on delivering customer-centric experiences.
Common challenges for organizationsThe dynamic nature of the business landscape has forced organizations to rapidly adjust to customer needs, respond to market disruption and mitigate competitive threats. Meanwhile the required talent and methods that drive profitability often shift concurrently with external forces. Some of the relevant challenges that organizations face in driving customer profitability include how to:
Core characteristics of customer-centric organizationIn order to increase customer profitability, organizations need to create a customer-culture that is incentivized to service the customer. While most organizations contain some customer-centric functions that understand how to create customer value, high performing organizations create complementary incentives for revenue- and cost-centered functions to align behaviors with customer needs. Customer centricity therefore requires leadership alignment on how all functions integrate to create customer value, balanced against ownership expectations, compliance/risk and broader stakeholder considerations. Key characteristics of a customer-centric organization include:
We’ve seen this in practice when we partnered with a global manufacturing client to facilitate their customer-centric transformation. The organization sought to strengthen its market leadership position by delivering excellent digital customer experiences and sought assistance to bring the future state vision to life through technology. In partnership with leadership, we prioritized the key customer scenarios based upon largest upside potential and defined the organizational capabilities required to unlock these scenarios. This created the blueprint needed to define the technology stack to light up the customer scenarios as well as the sequence of technology investments. Ultimately this resulted in a multi-year technology roadmap to realize customer-centric transformation ambitions and the business cases needed to justify technology investments.
Priorities of best-in-class customer organizationsGiven the natural tension between customer-centric responsiveness and resource constraints, leaders face ongoing challenges among bolstering existing strengths, remediating necessary practices and cutting what does not add value. Ideally the investment mix strikes the appropriate balance between near-term profitability and longer-term competitive advantage. Regardless of where an organization resides on the customer-centricity maturity spectrum, best-in-class organizations have the following core competencies:
Embracing the challenge of building a customer-centric organization is not easy, but with the right focus, the right investment and commitment from the top down, it is the key to driving more profitable growth.
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