Dual capitalization can be used in two different senses. The first meaning refers to the presence of two classes of stock in a publicly traded company with different voting rights assigned. The second meaning refers to a method of business valuation differentiating levels of risk associated to tangible and intangible assets.
An earnout is a financing arrangement for the purchase of a business in which the seller finances a portion of the purchase price, and payment of this amount is contingent on achieving a predetermined level of future earnings. An earnout is often used to bridge a valuation gap. The seller only gets paid if the predetermined level of future EBITDA or other financial targets are achieved.
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