M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, July 23, 2009

Earnouts and Private Targets

Surprise! As information asymmetries with respect to valuation of a target increase, parties are more apt to rely on earnouts to bridge the valuation gap.  Contingent Earnouts in Acquisitions of Privately Held Targets by Ragozzino and Reuer is appearing in the most recent Journal of Management.  Here's the abstract.

Abstract: Prior research has devoted significant attention to ownership choices when firms make market entry decisions (e.g., equity alliance versus acquisition). This article emphasizes the importance of studying firms’ contractual choices as well as the potential relationships between their contractual and ownership choices. This study of acquisitions examines the incidence and determinants of contingent earnouts, which are contracts that specify deferred variable payments to the target. The evidence indicates that the usage of such contracts increases with information asymmetries surrounding mergers and acquisitions, in particular when privately held targets are young or possess knowledge bases that are dissimilar from those of the acquirers. The article also presents evidence that firms’ contractual choices (i.e., earnouts) and ownership choices (i.e., equity alliances) can substitute for one another.



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