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The Role of Tax Planning Incentives in the Use of Earnouts in Taxable Acquisitions

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  • Dennis Ahn

    (Fowler College of Business, San Diego State University, San Diego, CA 92182, USA)

  • Terry Shevlin

    (The Paul Merage School of Business, University of California, Irvine, CA 92697, USA
    Foster School of Business, University of Washington, Seattle, WA 98195, USA)

Abstract

In an acquisition, an earnout is a component of transaction price that is contingent upon future events. Despite its usefulness to acquirers in mitigating valuation risk, using an earnout also has a potentially undesirable tax consequence for the acquirer because there is no immediate step-up in tax basis for the earnout portion of deal consideration until the resolution of associated contingencies. We thus hypothesize that acquiring firms with high marginal tax rates (MTRs) are less likely to use earnouts. We analyze a sample of taxable acquisitions by U.S. public companies, holding constant other non-tax determinants of earnout use from prior research, and we find results consistent with our prediction. We also find some evidence that strong tax incentives can offset the effect of target valuation uncertainty, suggesting that acquiring firms facing sufficiently high MTRs are willing to trade off mitigating valuation risk for a full, immediate step-up in tax basis. We contribute to the prior literature on determinants of earnout use as well as the role of tax planning incentives in firm choices within mergers and acquisitions.

Suggested Citation

  • Dennis Ahn & Terry Shevlin, 2025. "The Role of Tax Planning Incentives in the Use of Earnouts in Taxable Acquisitions," JRFM, MDPI, vol. 18(5), pages 1-29, May.
    • Handle: RePEc:gam:jjrfmx:v:18:y:2025:i:5:p:253-:d:1650591
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    References listed on IDEAS

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    1. T. J. Atwood & Christina Lewellen, 2019. "The Complementarity between Tax Avoidance and Manager Diversion: Evidence from Tax Haven Firms," Contemporary Accounting Research, John Wiley & Sons, vol. 36(1), pages 259-294, March.
    2. Blouin, Jennifer & Core, John E. & Guay, Wayne, 2010. "Have the tax benefits of debt been overestimated?," Journal of Financial Economics, Elsevier, vol. 98(2), pages 195-213, November.
    3. Dahlen, Niklas & Lahmann, Alexander & Schreiter, Maximilian, 2024. "Panacea for M&A dealmaking? Investor perceptions of earnouts," Finance Research Letters, Elsevier, vol. 60(C).
    4. Erickson, Merle & Wang, Shiing-wu, 2000. "The effect of transaction structure on price: Evidence from subsidiary sales," Journal of Accounting and Economics, Elsevier, vol. 30(1), pages 59-97, August.
    5. Daniel Lynch & Miles Romney & Bridget Stomberg & Daniel Wangerin & John R. Robinson, 2019. "Trade‐offs between Tax and Financial Reporting Benefits: Evidence from Purchase Price Allocations in Taxable Acquisitions," Contemporary Accounting Research, John Wiley & Sons, vol. 36(3), pages 1223-1262, September.
    6. Luca Viarengo & Stefano Gatti & Annalisa Prencipe, 2018. "Enforcement quality and the use of earnouts in M&A transactions: International evidence," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 45(3-4), pages 437-481, March.
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