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

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  • 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
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    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. 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).
    5. 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.
    6. 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.
    7. 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.

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