This paper examines how post-closing contingent payment (PCP) mechanisms, such as earnouts and purchase price adjustments, can facilitate mergers and acquisitions transactions. The paper examines two informational environments: in the first, the seller has superior information about the value of...

This essay examines the role played by earnouts in mergers and acquisitions transactions. When one party is better informed of the true value of the deal than the other, the parties face the well-known “lemons” problem, which could prevent them from consummating the transaction even when...

With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, Congress attempted to constrain change-in-control payments (also known as “golden parachutes”) by giving shareholders the right to approve or disapprove such payments on an advisory basis. This Essay...