Broken Promises: The Role of Reputation in Private Equity Contracting and Strategic Default

51 Pages Posted: 23 Jan 2010 Last revised: 11 Sep 2012

See all articles by Matthew D. Cain

Matthew D. Cain

Berkeley Center for Law and Business

Steven Davidoff Solomon

University of California, Berkeley - School of Law; European Corporate Governance Institute (ECGI)

Antonio J. Macias

Baylor University

Date Written: September 2012

Abstract

This paper examines reputation and contract design in private equity acquisitions. We use a novel dataset of both completed and terminated private equity buyouts from 2004 through 2010. We find that private equity firms and targets rely on reputation to fill intentional contractual gaps. During the financial crisis private equity firms complete uneconomic, pre-agreed takeovers up to the point when estimated buyout losses rise to at least 7% of sponsors’ fund sizes, or $200 to $400 million in nominal values. Target firms are willing to engage with defaulting private equity firms in future transactions but they penalize these firms by demanding significantly larger contract nonperformance penalties. We conclude that both reputation and explicit contracting can play important and interrelated roles in private equity and complex business relationships generally.

Keywords: private equity, reputation, contracting, termination

JEL Classification: G34, G30, K12, L14

Suggested Citation

Cain, Matthew D. and Davidoff Solomon, Steven and Macias, Antonio J., Broken Promises: The Role of Reputation in Private Equity Contracting and Strategic Default (September 2012). AFA 2012 Chicago Meetings, Available at SSRN: https://ssrn.com/abstract=1540000 or http://dx.doi.org/10.2139/ssrn.1540000

Matthew D. Cain (Contact Author)

Berkeley Center for Law and Business ( email )

215 Boalt Hall
Berkeley, CA 94720-7200
United States

Steven Davidoff Solomon

University of California, Berkeley - School of Law ( email )

215 Boalt Hall
Berkeley, CA 94720-7200
United States

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Antonio J. Macias

Baylor University ( email )

Hankamer School of Business
Waco, TX 76798
United States

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