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Earnouts: The Effects of Adverse Selection and Agency Costs on Acquisition Techniques

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  • Datar, Srikant
  • Frankel, Richard
  • Wolfson, Mark
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    Abstract

    We examine the effects of adverse selection and agency costs on the structure of the consideration offered in an acquisition. Specifically we investigate factors affecting the benefits arising from use of earnouts. We find that when targets have greater private information, consideration is more likely to be based on the future performance of the target. We also find an earnout is more likely to be used in an acquisition if the target is a smaller, private company in a different industry than the acquirer. In addition, earnouts are more likely to be used when fewer acquisitions take place within an industry and when targets are service companies or companies with more unrecorded assets. Finally, we compare the use of earnouts with the use of stock and find that financing considerations are a more important factor in the use of stock. Copyright 2001 by Oxford University Press.

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    Bibliographic Info

    Article provided by Oxford University Press in its journal Journal of Law, Economics and Organization.

    Volume (Year): 17 (2001)
    Issue (Month): 1 (April)
    Pages: 201-38

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    Handle: RePEc:oup:jleorg:v:17:y:2001:i:1:p:201-38

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    Postal: Oxford University Press, Great Clarendon Street, Oxford OX2 6DP, UK
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    Cited by:
    1. Horst Raff & Michael Ryan & Frank Stähler, 2008. "Whole versus Shared Ownership of Foreign Affiliates," Kiel Working Papers 1433, Kiel Institute for the World Economy.
    2. Lukas, Elmar & Reuer, Jeffrey J. & Welling, Andreas, 2012. "Earnouts in mergers and acquisitions: A game-theoretic option pricing approach," European Journal of Operational Research, Elsevier, vol. 223(1), pages 256-263.
    3. 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.
    4. Raff, Horst & Ryan, Michael & Stähler, Frank, 2009. "Whole vs. shared ownership of foreign affiliates," International Journal of Industrial Organization, Elsevier, vol. 27(5), pages 572-581, September.
    5. Barbopoulos, Leonidas & Sudarsanam, Sudi, 2012. "Determinants of earnout as acquisition payment currency and bidder’s value gains," Journal of Banking & Finance, Elsevier, vol. 36(3), pages 678-694.
    6. Kohli, Reena & Mann, Bikram Jit Singh, 2013. "Analyzing the likelihood and the impact of earnout offers on acquiring company wealth gains in India," Emerging Markets Review, Elsevier, vol. 16(C), pages 203-222.
    7. Cain, Matthew D. & Denis, David J. & Denis, Diane K., 2011. "Earnouts: A study of financial contracting in acquisition agreements," Journal of Accounting and Economics, Elsevier, vol. 51(1-2), pages 151-170, February.

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