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Mitigating risk in international mergers and acquisitions: the role of contingent payouts

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  • Jeffrey J Reuer

    (Kenan-Flagler Business School, University of North Carolina, Chapel Hill, NC, USA)

  • Oded Shenkar

    (Fisher College of Business, The Ohio State University, Columbus, OH, USA)

  • Roberto Ragozzino

    (Fisher College of Business, The Ohio State University, Columbus, OH, USA)

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    Abstract

    Previous internationalization studies have focused on the entry modes employed by multinational firms but have not considered the contractual heterogeneity that underlies each mode. It is important to examine these contractual details, as the firm may be able to obtain some of the benefits typically associated with one entry mode while selecting another. In the case of international mergers and acquisitions (M&As), a key contractual variable is whether the parties agree to a performance-contingent payout structure, which can mitigate the risk of adverse selection. In this paper, we examine the antecedents of contingent payouts in the form of earnouts and stock payments. The results indicate that firms lacking international and domestic acquisition experience turn to contingent payouts when purchasing targets in high-tech and service industries. Firms tend to avoid contingent payouts in host countries with problems with investor protection and legal enforceability. Journal of International Business Studies (2004) 35, 19–32. doi:10.1057/palgrave.jibs.8400053

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    Bibliographic Info

    Article provided by Palgrave Macmillan in its journal Journal of International Business Studies.

    Volume (Year): 35 (2004)
    Issue (Month): 1 (January)
    Pages: 19-32

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    Handle: RePEc:pal:jintbs:v:35:y:2004:i:1:p:19-32

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    Cited by:
    1. Beladi, Hamid & Chakrabarti, Avik & Marjit, Sugata, 2013. "Cross-border mergers in vertically related industries," European Economic Review, Elsevier, vol. 59(C), pages 97-108.
    2. 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.
    3. Steven Brakman & Harry Garretsen & Charles van Marrewijk, 2005. "Cross-Border Mergers and Acquisitions: On Revealed Comparative Advantage and Merger Waves," CESifo Working Paper Series 1602, CESifo Group Munich.
    4. Horst Raff & Michael Ryan & Frank Stähler, 2008. "Whole versus Shared Ownership of Foreign Affiliates," Kiel Working Papers 1433, Kiel Institute for the World Economy.
    5. Gregory, Alan & O'Donohoe, Sheila, 2014. "Do cross border and domestic acquisitions differ? Evidence from the acquisition of UK targets," International Review of Financial Analysis, Elsevier, vol. 31(C), pages 61-69.
    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. Piscitello , Lucia & Rabellotti , Roberta & Scalera , Vittoria Giada, 2014. "Chinese and Indian M&As in Europe: The relationship between motive and ownership choice," CIRCLE Electronic Working Papers 2014/3, Lund University, CIRCLE - Center for Innovation, Research and Competences in the Learning Economy.
    8. Mantecon, Tomas, 2009. "Mitigating risks in cross-border acquisitions," Journal of Banking & Finance, Elsevier, vol. 33(4), pages 640-651, April.
    9. Figueira-de-Lemos, Francisco & Johanson, Jan & Vahlne, Jan-Erik, 2011. "Risk management in the internationalization process of the firm: A note on the Uppsala model," Journal of World Business, Elsevier, vol. 46(2), pages 143-153, April.
    10. Hagigi, Moshe & Sivakumar, Kumar, 2009. "Managing diverse risks: An integrative framework," Journal of International Management, Elsevier, vol. 15(3), pages 286-295, September.
    11. Yeheskel, Orly & Newburry, William & Zeira, Yoram, 2004. "Significant differences in the pre- and post-incorporation stages of equity international joint ventures (IJVs) and international acquisitions (IAs), and their impacts on effectiveness," International Business Review, Elsevier, vol. 13(5), pages 613-636, October.
    12. Dikova, Desislava & Rao Sahib, Padma, 2013. "Is cultural distance a bane or a boon for cross-border acquisition performance?," Journal of World Business, Elsevier, vol. 48(1), pages 77-86.
    13. Malhotra, Shavin & Zhu, PengCheng, 2013. "Paying for cross-border acquisitions: The impact of prior acquirers’ decisions," Journal of World Business, Elsevier, vol. 48(2), pages 271-281.
    14. Collins, Jamie D. & Holcomb, Tim R. & Certo, S. Trevis & Hitt, Michael A. & Lester, Richard H., 2009. "Learning by doing: Cross-border mergers and acquisitions," Journal of Business Research, Elsevier, vol. 62(12), pages 1329-1334, December.
    15. Malhotra, Shavin & Sivakumar, K. & Zhu, PengCheng, 2011. "Curvilinear relationship between cultural distance and equity participation: An empirical analysis of cross-border acquisitions," Journal of International Management, Elsevier, vol. 17(4), pages 316-332.
    16. Manuel Portugal Ferreira & Dan Li & Yong Suk Jang, 2007. "Foreign Entry Strategies: Strategic Adaptation To Various Facets Of The Institutional Environment," Working Papers 3, globADVANTAGE, Polytechnic Institute of Leiria.
    17. Francis, Bill B. & Hasan, Iftekhar & Sun , Xian, 2012. "Home preference at selecting financial advisors in cross-border M&As," Research Discussion Papers 31/2012, Bank of Finland.
    18. Steven Brakman & Harry Garretsen & Charles van Marrewijk, 2007. "Cross-border Mergers and Acquisitions: On Revealed Comparative Advantage And Merger Waves," Tinbergen Institute Discussion Papers 08-013/2, Tinbergen Institute.
    19. 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.

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