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Resolving Information Asymmetry Through Contractual Risk Sharing: The Case of Private Firm Acquisitions

Mark Jansen · 2020 · Journal of Accounting Research, vol. 58, no. 5, pp. 1203-1248

Structure & financingValuation & diligencePreparing to sellOwners weighing an earnout or seller note, on either side
Why it is on the shelf. Almost every finding on this shelf about whether acquisitions work is measured through a public acquirer’s share price. This paper is different, and that is why it matters more to an owner than its citation count suggests. It uses a database of private acquisitions and asks why seller financing and earnouts exist at all, concluding that they are the market’s answer to the buyer not being able to see inside the business.

The Institute's reading

The argument runs like this. A seller knows things a buyer cannot verify: the real state of the sales pipeline, whether the key customer is renewing, which people actually hold the relationships. Where that gap is wide, the parties bridge it with structure rather than price. Seller financing and earnouts both work as signals, because a seller who accepts payment contingent on the future is staking their own money on the story they just told. Jansen finds both become more common precisely as information asymmetry rises.

The finding an owner should act on is what reduces it. Financial statement audits of the target attenuate the effect, which means an audited company is asked for less contingent structure, because the buyer no longer has to price the fog. Seller-financed transactions in the data also close faster and at higher prices, reducing the private firm discount. Read together, that is the empirical case for the unglamorous preparation work the Institute keeps recommending: clean, independently examined financials are not hygiene, they are pricing.

The industry detail is worth carrying too. Construction businesses, where profitability depends on the pipeline of fixed-price bids that only the owner can really see, are markedly more likely to involve seller financing. Restaurants and hotels, with tangible assets and cash flows that predict themselves, are markedly less likely. If your business looks more like the first, expect the structure and prepare for it.

Key propositions

  • Seller financing and earnouts become more common as information asymmetry between buyer and target increases.
  • Financial statement audits of the target attenuate that relationship, indicating audits reduce information asymmetry in acquisitions.
  • Seller-financed acquisitions close faster and at higher prices, reducing the private firm discount.
  • Contingent structures are a channel through which private firms mitigate the adverse selection created by information asymmetry.

In practice

  • If you intend to sell, get financials independently examined well before going to market. The evidence says it shows up in price and in how much of that price you have to leave contingent.
  • As a buyer, read a seller’s resistance to any contingent structure as information, not as an insult, and ask what specifically they are unwilling to stand behind.

Where authorities disagree

Set this against the earnouts study also on this shelf, which examines what earnouts do to the parties once signed. Jansen explains why the structure gets used and finds a benefit to the seller in speed and price; the earnouts literature is considerably more sober about how often the contingent portion actually pays out. Both are true, and an owner should hear both before agreeing to one.

Acquisition Conciergeorientation · not legal, tax or valuation advice
Happy to dig into it. What would you like to pressure-test from Resolving Information Asymmetry Through Contractual Risk Sharing: The Case of Private Firm Acquisitions: one of its propositions, how it applies to your situation, or where it disagrees with the rest of the shelf?