The way these deals usually work is that anywhere from 2 to 15% is kept in escrow until 12-18 months after the sale.
I was involved in the sale of a company last year, and was told specifically by our lawyer not to count on seeing all of the escrowed funds. In his experience, acquirers almost always find a way not to pay some or all of this money.
It's possible he was being overly cautious (under-promise, over-deliver), but I'm heeding his warning to be on the safe side. What sucks is from a tax standpoint I'm paying estimated taxes this year on money I may or may not see come December.
At the Federal level, long-term capital gains tax, since it's the profit from selling shares (not options) in the company which I owned for more than a year. At the state level, California treats everything as regular income.
It's considered an "installment sale", meaning I can defer paying taxes on the escrowed amount until the tax year in which I receive payment. There are some limits on this that I don't fully understand, which I paid my accountant to figure out and justify to the IRS if I get audited.
