Contingent Earnouts in Acquisitions of Privately Held Targets
研究了收购私人公司时使用或有对价协议（即延期可变支付）的情况，发现信息不对称越强，尤其是目标公司年轻或知识基础与收购方不同时，越可能使用这种合同，且此类合同与股权联盟可相互替代。
Prior research has devoted significant attention to ownership choices when firms make market-entry decisions (e.g., equity alliance versus acquisition). This article emphasizes the importance of studying firms' contractual choices as well as the potential relationships between their contractual and ownership choices. This study of acquisitions examines the incidence and determinants of contingent earnouts, which are contracts that specify deferred variable payments to the target. The evidence indicates that the usage of such contracts increases with information asymmetries surrounding mergers and acquisitions, in particular when privately held targets are young or possess knowledge bases that are dissimilar from those of the acquirers. The article also presents evidence that firms' contractual choices (i.e., earnouts) and ownership choices (i.e., equity alliances) can substitute for one another.