Earnouts: The real value of disagreement in mergers and acquisitions
研究了并购中盈利支付协议的定价问题，考虑买方违约和潜在诉讼风险，开发了包含这些风险的期权定价模型，对会计公允价值计量有参考价值。
Abstract Earnout agreements link part of the payment for an acquired company to its future performance. Despite their option‐like features, they cannot be valued using vanilla option‐pricing methods. Two peculiar sources of risk affect these contracts: Bidder default before the earnout expiration (default risk) and potential litigation associated with earnouts (litigation risk). We developed an option‐pricing model that encompasses these sources of risk, showing that counterparty and litigation risk can have a remarkable impact on earnout values. Our model's relevance is further enhanced by recent accounting standards that require contingent payments to be valued at fair value.