Confidential mandate
Contingent-Consideration Evidence Resolution Leader
Urgent / Unplanned
Contingent-Consideration Evidence Resolution Leader mandate in Toronto, Canada · Vertical Market Software
A vertical-software buyer needs a nine-month executive after its acquired founders disputed earn-out revenue, customer retention and product-migration definitions weeks before the first contingent payment determination.
The mandate
Acquired founders argue that migrated customers, bundled renewals and parent-led cross-sells belong in the first earn-out, while buyer finance excludes them under its reading of eligible revenue. Customer-success data and billing records use different identities, and retention adjustments were never operationalised. The contingent-value controller was removed after circulating three incompatible payment estimates to the committee.
The interim must enter Toronto within one week and lead for nine months through the first determination, dispute process and subsequent accounting close. A permanent acquisition-control leader search opens after source data and contract-defined measures reconcile, expected in month five. The successor will lead the second measurement dry run and an auditor challenge during a five-week overlap.
Handover requires one governed customer population, source-linked revenue and retention measures, documented treatment of migrations and cross-sells, approved determination controls, reproducible scenarios and a complete evidence room. The payment calculation must be independently reperformed twice. The successor inherits open interpretation questions, founder communications, audit requests, accounting sensitivities and control calendars.
The interim may freeze an unsupported calculation, require data repair, direct financial remeasurement, restrict manual overrides and commit up to CAD 6 million within the approved resolution budget. Contract interpretation, settlement, waiver, litigation, payment approval and accounting-policy sign-off remain with counsel, directors and authorised finance officers. Acquired managers may submit evidence but cannot alter the governed population.
Product integration, customer commercial negotiation, acquisition-strategy review, tax treatment and earn-outs outside the named transaction remain outside remit. The seat owns data and financial evidence, calculation controls, scenario economics, audit coordination and permanent succession. It cannot rewrite ambiguous deal terms or promise a founder outcome to obtain cooperation.
Why this seat is open
The first payment date, conflicting estimates and controller removal created immediate financial-reporting and relationship risk. Founders and buyer sponsors each hold incentives around which customers and revenue count. Temporary evidence authority is needed to produce one reproducible record while legal and board decision rights remain intact.
What you will own
- Reconcile customer identity across executed contracts, billing, product migration, support systems and acquired-company records.
- Translate counsel-confirmed definitions into governed recurring revenue, retention, cross-sell, churn and exclusion calculations.
- Establish source hierarchy, cut-off, override, review, approval and version controls for each determination.
- Model disputed treatments and their payment, accounting, cash and relationship consequences without selecting a legal position.
- Coordinate founder evidence, management responses, auditor testing and committee decisions through one issues ledger.
- Run independent reperformance, late-data and changed-interpretation scenarios before formal calculation approval.
- Transfer calculation models, evidence indices, communications, sensitivities and control calendars through successor-led reviews.
Candidate qualifications
- Led contingent-consideration or earn-out determinations for a software acquisition with recurring-revenue complexity.
- Reconciled customer populations across billing, product and customer-success systems during contested payment measurement.
- Converted legal definitions into auditable calculations without assuming authority to interpret or settle the contract.
- Managed founder disagreement while preserving evidence, deadlines, accounting close and future operating relationships.
- Worked with external audit on fair-value and subsequent-measurement evidence for material contingent consideration.
- Handed repeatable determination controls to permanent finance leadership after a live payment cycle.
Non-negotiables
- Can start in Toronto within one week and attend acquired-site, founder and auditor reviews during nine months.
- Will accept exclusive executive accountability for calculation evidence, controls and continuous escalation.
- Brings software earn-out resolution through live determination; integration reporting or valuation modelling alone is insufficient.
- Must disclose relationships with founders, buyer, advisers, auditors, customers and financing parties.
- 49 words maximum. Describe an earn-out customer-population dispute you resolved through source evidence rather than negotiation.
- 49 words maximum. Which determination decision must remain with counsel or the board instead of finance control?
- 49 words maximum. State your Toronto start and the largest contingent payment calculation you personally governed.
This mandate is confidential. The client is named only under a mutual NDA, and your own record is never listed, sold or shown to a company under your name until you release it for this specific mandate.