기업인수합병대가 지급수단으로서의 조건부분할지급(Earnout)에 대한 연구

Earnout payment can solve the adverse selection & uncertainty issue originating from the information asymmetry between transaction parties and the moral hazard & agency cost problem with the solution for retention of key managers and inducing their maximum effort for the best performance. In particular, the earnout can provide mutual benefit for both parties in M&A for the companies in high-tech, high-growth, high R&D, services industries as well as small sized, not well disclosed companies in cross industries and countries where serious adverse selection & uncertainty and moral hazard & agency cost problems are included. Among the factors composing the earnout, the earnout size of the total transaction value and the period of earnout payment is proportionate to the seriousness of adverse selection & uncertainty and moral hazard & agency cost problems. The performance measures as bases of earnout calculation tend to be the sales or non-accounting measures rather than earnings in cases where the adverse selection & uncertainty problem is serious. The business case for the earnout exhibits objectives applied in the earnout, timing and considerations when we apply earnouts in the real market. Finally, K-IFRS No. 1103 states that the contingent payment in business combination should be recognized as fair value at the time of transaction, and the differences with the previous accounting standards for the recognition of the contingent payment and goodwill are discussed in detail within each case.