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

Abstract

When private firms are acquired, buyers commonly rely on seller financing and earnouts. Using a novel database of private acquisitions, I find that seller financing and earnouts become more common as information asymmetry increases between the acquirer and the target. Financial statement audits of the targets attenuate these results, which suggests that audits decrease information asymmetry in firm acquisitions. Seller-financed acquisitions also close faster and at higher prices, reducing the private firm discount. These findings suggest that these contract structures are an important channel through which privately held firms mitigate adverse selection that arises from information asymmetry.

* This paper was previously titled, How Information Asymmetry Affects Contract Design: Evidence from Seller-Financed Acquisitions.

Keywords: Asymmetric information, Audits, Contracts, Adverse Selection, Acquisitions, M&A, Financial Statements

JEL Classification: D82, G32, G34, L14, M42