Economic Determinants and Information Environment Effects of Earnouts: New Insights from SFAS 141(R)
利用SFAS 141(R)强制披露的盈利支付计划公允价值信息，研究了并购中采用盈利支付计划的经济动因（如解决道德风险和逆向选择、弥合估值差距、留住目标公司管理层），并发现其公允价值调整与商誉减值风险负相关，为市场提供了有价值的信息。
ABSTRACT Contingent considerations (earnouts) in acquisition agreements provide sellers with future payments conditional on meeting certain conditions. Prior research provides evidence that acquiring firms use earnouts to minimize agency costs associated with acquisitions. Using earnout fair value information, recently mandated by SFAS 141(R), we provide new insights into the economic determinants to include earnout provisions in acquisition agreements, including motivations to resolve moral hazard and adverse selection problems, bridge valuation gaps, and retain target firm managers. We document variations in initial earnout fair value estimates and earnout fair value adjustments that correspond with these underlying motivations. We also provide evidence that target managers stay longer with the firm after the acquisition when earnouts are included primarily to retain target managers. Finally, we demonstrate that earnout fair value adjustments required by SFAS 141(R) provide valuable information to market participants and are negatively associated with the likelihood of contemporaneous and future goodwill impairments.