IDEAS home Printed from https://ideas.repec.org/a/bla/jacrfn/v18y2006i4p91-104.html
   My bibliography  Save this article

Managing M&A Risk with Collars, Earn‐outs, and CVRs

Author

Listed:
  • Stefano Caselli
  • Stefano Gatti
  • Marco Visconti

Abstract

M&A transactions expose both the bidder and target shareholders to a number of major risks both prior to the close of the deal and during the post‐close integration phase. The main pre‐closing risk is the possibility that fl uctuations of bidder and target stock prices will affect the terms of the deal and reduce the likelihood the deal closes. After the closing, a major risk for bidder shareholders is the failure of the target to perform up to expectations, thus resulting in overpayment. This article describes a number of tools that can be used to manage such risks, using a number of examples to illustrate the structure and pricing of such tools. In the case of pre‐closing risks, offers with “collars” can protect target company shareholders from a drop in bidder company share prices while at the same protecting acquirers from excessive dilution. Post‐closing instruments such as earn‐outs and contingent value rights can be used to manage the risk of substandard performance and the overpayment that would result from underperformance.

Suggested Citation

  • Stefano Caselli & Stefano Gatti & Marco Visconti, 2006. "Managing M&A Risk with Collars, Earn‐outs, and CVRs," Journal of Applied Corporate Finance, Morgan Stanley, vol. 18(4), pages 91-104, September.
    • Handle: RePEc:bla:jacrfn:v:18:y:2006:i:4:p:91-104
    DOI: 10.1111/j.1745-6622.2006.00115.x
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/j.1745-6622.2006.00115.x
    Download Restriction: no
    File URL: https://libkey.io/10.1111/j.1745-6622.2006.00115.x?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Song, Di & Su, Jun & Yang, Chao & Shen, Na, 2019. "Performance commitment in acquisitions, regulatory change and market crash risk–evidence from China," Pacific-Basin Finance Journal, Elsevier, vol. 57(C).
    2. Gada, Viswa Prasad & Goyal, Lakshmi & Popli, Manish, 2021. "Earnouts in M&A deal structuring: The impact of CEO prevention focus," Journal of International Management, Elsevier, vol. 27(1).
    3. Christian Toll & Jan-Phillipp Rolinck, 2017. "Earn-outs to bridge gap between negotiation parties – curse or blessing?," Managerial Economics, AGH University of Science and Technology, Faculty of Management, vol. 18(1), pages 103-116.
    4. Miguel de Oliveira Tavares Gärtner & Paulo Jorge Pereira & Elísio Brandão, 2016. "Contingent Payment Mechanisms and Entrepreneurial Financing Decisions," FEP Working Papers 574, Universidade do Porto, Faculdade de Economia do Porto.
    5. Nils Patschureck & Friedrich Sommer & Arnt Wöhrmann, 2015. "Contract design as a risk management tool in corporate acquisitions: theoretical foundations and empirical evidence," Journal of Management Control: Zeitschrift für Planung und Unternehmenssteuerung, Springer, vol. 26(4), pages 279-316, October.
    6. Dahlen, Niklas & Lahmann, Alexander & Schreiter, Maximilian, 2024. "Panacea for M&A dealmaking? Investor perceptions of earnouts," Finance Research Letters, Elsevier, vol. 60(C).
    7. Brisley, Neil & Cai, Jay & Nguyen, Tu, 2021. "Required CEO stock ownership: Consequences for risk-taking and compensation," Journal of Corporate Finance, Elsevier, vol. 66(C).
    8. E. Lukas & C. Heimann, 2014. "Technological-induced information asymmetry, M&As and earnouts: stock market evidence from Germany," Applied Financial Economics, Taylor & Francis Journals, vol. 24(7), pages 481-493, April.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:jacrfn:v:18:y:2006:i:4:p:91-104. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    We have no bibliographic references for this item. You can help adding them by using this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: http://www.blackwellpublishing.com/journal.asp?ref=1078-1196 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.