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Earnouts: A Study of Financial Contracting in Acquisition Agreements

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  • Cain, Matthew D.
  • Denis, David J.
  • Denis, Diane K.

Abstract

We empirically examine earnout contracts, which provide for contingent payments in acquisition agreements. Our analysis reveals considerable heterogeneity in the terms of earnout contracts, i.e. the potential size of the earnout, the performance measure on which the contingent payment is based, the period over which performance is measured, the frequency with which performance is measured, and the form of payment for the earnout. Consistent with the costly contracting hypothesis, we find that the terms of earnout contracts are associated with measures of target valuation uncertainty, target growth opportunities, and the degree of post-acquisition integration between target and acquirer. We conclude that earnouts are structured to minimize the costs of adverse selection and moral hazard in acquisition negotiations.

Suggested Citation

  • Cain, Matthew D. & Denis, David J. & Denis, Diane K., 2006. "Earnouts: A Study of Financial Contracting in Acquisition Agreements," Purdue University Economics Working Papers 1196, Purdue University, Department of Economics.
    • Handle: RePEc:pur:prukra:1196
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    Cited by:

    1. Elnahas, Ahmed M. & Kim, Dongnyoung, 2017. "CEO political ideology and mergers and acquisitions decisions," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 162-175.
    2. Qingbang Mu & Wanxiao Zhang & Wenxiu Hu, 2023. "Enterprise Transformation and Innovation: A Study of Performance Compensation from the Perspective of Information Asymmetry," Sustainability, MDPI, vol. 15(17), pages 1-23, August.
    3. Reena Kohli, 2013. "Earnouts A Risk Mitigating Strategy For Cross Border Acquisitions In India," Working papers 119, Indian Institute of Management Kozhikode.

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