1 Introduction
2 Scope and research methodology
Filtering steps | Databases | Sub-totals | Diff | |||
---|---|---|---|---|---|---|
EBSCO | Scopus | WOS | Other | |||
Step 1: Initial results from search | 268 | 368 | 162 | 798 | ||
Step 2: Elimination of duplicates | 164 | 110 | 524 | (− 274) | ||
Step 3: Elimination of articles below a certain ranking | 80 | 140 | 31 | 273 | (− 251) | |
Step 4: Elimination based on abstract and keyword screening | 135 | 51 | 17 | 70 | (− 203) | |
Step 5: Elimination based on full-text screening | 12 | 7 | 0 | 51 | (− 19) | |
Step 6: Addition based on backward and forward searches | 10 | 61 | + 10 | |||
Step 7: Addition of conference papers | 3 | 64 | + 3 | |||
Totals | 41 | 6 | 4 | 13 | 64 |
3 Evolution of research streams and key characteristics
4 Research stream 1: determinants of earnout use
4.1 Target determinants
4.2 Acquirer determinants
4.3 Transaction determinants
4.4 Macroeconomic and regulatory determinants
5 Research stream 2: implications of earnouts
Author | Capital market reaction (internal) | Firm reaction (external) | |||||||
---|---|---|---|---|---|---|---|---|---|
Short-term AR | Long-term AR | Takeover premia | Market value of firm | Trading activity | Accounting metrics | Operating business | Geo scope | Timelines | |
Kohers and Ang (2000) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | Global | 1984–1996 | |||
Mantecon (2009) | \(\checkmark\) | Global | 1985–2005 | ||||||
Officer et al. (2009) | \(\checkmark\) | North America | 1995–2004 | ||||||
Lukas and Heimann (2010) | \(\checkmark\) | Europe (GER) | 1999–2007 | ||||||
Allee et al. (2011) | \(\checkmark\) | \(\checkmark\) | North America | 2007–2010 | |||||
Barbopoulos and Sudarsanam (2012) | \(\checkmark\) | \(\checkmark\) | Europe (UK) | 1986–2008 | |||||
Quinn (2013) | \(\checkmark\) | US | 2006–2009 | ||||||
Kohli and Mann (2013) | \(\checkmark\) | India | 1997–2008 | ||||||
Kohli (2015) | \(\checkmark\) | India | 1997–2008 | ||||||
Cadman et al. (2014) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | North America | 2006–2011 | ||||
Lukas and Heimann (2014) | \(\checkmark\) | Europe (GER) | 2000–2013 | ||||||
Hou et al. (2015) | \(\checkmark\) | China | 2005–2008 | ||||||
Barbopoulos et al. (2016) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | North America | 1986–2009 | ||||
Elnahas and Kim (2017) | \(\checkmark\) | \(\checkmark\) | North America | 1984–2014 | |||||
Barbopoulos and Adra (2016) | \(\checkmark\) | \(\checkmark\) | Europe (UK) | 1996–2010 | |||||
Barbopoulos et al. (2018) | \(\checkmark\) | US/EU/ AUS | 1992–2012 | ||||||
Barbopoulos et al. (2018) | \(\checkmark\) | North America | 1986–2013 | ||||||
Allee and Wangerin (2018) | \(\checkmark\) | North America | 2007–2010 | ||||||
Bates et al. (2018) | \(\checkmark\) | North America | 1988–2014 | ||||||
Song et al. (2019) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2011–2016 | ||||
Li et al. (2019) | \(\checkmark\) | China | 2008–2017 | ||||||
Chan et al. (2019) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2008–2015 | ||||
Alexakis and Barbopoulos (2020) | \(\checkmark\) | US | 1980–2016 | ||||||
Yuan et al. (2020) | \(\checkmark\) | China | 2008–2016 | ||||||
Barbopoulos and Danbolt (2021) | \(\checkmark\) | US/EU | 1986–2016 | ||||||
Wu et al. (2021) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2007–2019 | |||
Bi (2021) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2009–2014 | |||
Monaco et al. (2022) | \(\checkmark\) | North America | 1986–2014 | ||||||
Qin and Liu (2022) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2011–2015 | ||||
He and Chen (2022) | \(\checkmark\) | \(\checkmark\) | China | 2007–2018 | |||||
Tao et al. (2022) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2011–2019 | ||||
Zhou et al. (2023) | \(\checkmark\) | China | 2013–2021 | ||||||
Liu et al. (2023) | \(\checkmark\) | China | 2008–2018 | ||||||
Xie (2023) | \(\checkmark\) | \(\checkmark\) | North America | 1992–2013 | |||||
Song et al. (2023) | \(\checkmark\) | \(\checkmark\) | \(\checkmark\) | China | 2014–2021 | ||||
Danbolt et al. (2023) | \(\checkmark\) | Europe | 2005–2020 | ||||||
Liu et al. (2023) | \(\checkmark\) | China | 2011–2016 | ||||||
Fan et al. (2024) | \(\checkmark\) | China | 2008–2019 | ||||||
Total studies | 22 | 10 | 9 | 2 | 9 | 9 | 6 |
5.1 Capital market reaction (external)
5.1.1 Short-term abnormal returns
5.1.2 Long-term abnormal returns
5.1.3 Takeover premia
5.2 Firm reaction (internal)
5.2.1 Accounting metrics
5.2.2 Operating business
6 Research stream 3: earnout structure
6.1 Valuation approach
6.2 Contractual design
6.2.1 Earnout size
6.2.2 Earnout length
6.2.3 Performance benchmark
7 Future research
7.1 Determinants of earnout use
Research direction | Research question | Motivation and contribution |
---|---|---|
White spots | ||
#1 Acquirer categorization | Do motives for using earnouts differ by acquirer type (e.g., strategic vs. financial)? | Current research disregards acquirer types; addt’l motives may be uncovered (e.g., Chiarella and Ostinelli 2020) |
#2 Ownership structure | Is the corporate control/governance of the acquirer and target affecting earnout use? | Current research is focused solely on public acquirers due to data availability. Findings may yield more granular motives and correlation with other factors |
#3 Serial acquisition | Are the majority of earnouts applied by the same acquirers (serial acquirers)? | Serial acquirers are investigated in M&A irrespective of earnouts (e.g. Morillon 2021). Earnouts are potentially used only by a small group of serial acquirers |
#4 Characteristics of mgmt team | Is earnout use correlated to the top-management team (personal traits or the constitution of key governance bodies)? | Current research is focused on discrete elements, such as prevention focus, but addt’l motives are likely (e.g., narcissism) |
#5 Economic situation | What is the relationship between the (macro-)economic environment (e.g., interest rate level) and earnout use? | Research in the field remains dispersed. Fluctuating earnout use may be partly explained by the overall economic situation |
Extensions | ||
#1 Target and Acquirer financials | What is the relationship between financial metrics and earnout use (e.g., Tobin’s Q)? | Clarification of ambiguous results in previous research |
#2 Financing of acquisition | Are earnouts used to finance transactions? | |
#3 Management retention | Are earnouts actively applied to retain management/key human resources? | Extension of initial findings by, e.g., Kohers and Ang (2000) |
7.2 Implications of earnouts
Research direction | Research question | Motivation and contribution |
---|---|---|
White spots | ||
#1 Costs of earnouts | What are the negative effects of earnouts and what are their implications? | Current research is limited and scholars such as Erel (2018) note the need for a comprehensive assessment of costs and benefits, which can help to both reveal the implications and improve the selection criteria |
#2 Post-merger performance | How do earnouts affect (long-term) post-merger performance? | Current research is focused on short-term capital market reaction; long-term benefits (or costs) of earnouts remain largely overlooked. Shedding light on this can help investors with their decision to apply earnouts |
#3 Implications for targets | What are the effects of earnout acquisition on targets (e.g., the retention of human resources, R&D)? | Current research is focused on the retention of top mgmt only, whereas other effects on the target firm are unexplored. Addt’l findings can help the parties to improve their valuation by accounting for factors that are currently not included in their assessment |
Extensions | ||
#1 Takeover premia | What is the effect of earnouts on takeover premia? Are there earnout-specific drivers? | Initial research indicates the mediating role of earnouts regarding the capital market reaction to high takeover premia, but other effects are largely overlooked (e.g., final deal value incl. realized earnout) |
#2 Long-term capital market reaction | Do earnout deals outperform non-earnout deals in the long run? | Initial positive results are met with contradictory findings in the Chinese market; additional studies are required for clarification |
#3 Choice of payment method | Are earnouts perceived as a payment method (like stocks)? | Several studies compare earnouts to other payment methods, but whether they are actually perceived similarly to cash or stocks by management remains unclear |
7.3 Earnout structure
Research direction | Research question | Motivation and contribution |
---|---|---|
White spots | ||
#1 Earnout structure | How are the key earnout components related (e.g., earnout length, performance benchmarks, size)? | There are few studies on earnout length, perf. benchmarks, and size, but their relationship has not been studied. Addt’l research may help to efficiently structure earnouts |
#2 The role of third parties | How do third parties (investment advisors and lawyers) affect earnout design choices? | There are no earnout studies in this field. Still, M&A research suggests that third-parties affect transaction design choices |
#3 Real option models | Can real options frameworks be used for earnout valuation? | Initial option pricing models have been developed, but no explicit real option model exists, which might be beneficial for earnout valuation (Trigeorgis 1996) |
Extensions | ||
#1 Extension of models | How can existing valuation models be updated to allow for different asset dynamics and earnout structure (e.g., multistage earnouts)? | Only a few valuation approaches exist, which would benefit from extensions, e.g., to allow for different earnout structures |
#2 Equity classification | Are earnouts classified as equity? What is the effect of doing so? | An initial study by Allee and Wangerin (2018) investigates earnout classification. Addt’l research is needed to understand the magnitude and effect of this classification |
#3 Extension and update | Do the results of previous studies regarding earnout size, length, and performance benchmarks hold across geographic areas? | The seminal work by Datar et al. (2001) is more than 20 years old and is focused on the US—an update and extension is needed |