Ernst Zander Prize 2026
On June 12, 2026, the Ernst Zander Prize 2026 was awarded. This prize, endowed by Prof. Dr. Ernst Zander more than thirty years ago, annually recognizes outstanding scientific achievements (primarily dissertations) from all faculties of the Ruhr-Universität, in particular from the Faculties of Management and Economics, Law, and Engineering. The selection of the prize-winning works is made – upon the recommendation of the Institute of Management (ifu) of the Ruhr-Universität Bochum – by the board of the Alwin Reemtsma Foundation, which includes the Chancellor of the Ruhr-Universität.
This year, Dr. Arne Voßmann was awarded ("Seller retention through earnout agreements: Tension between value creation and opportunism", supervisor: Prof. Dr. Thorsten Knauer).
Dr. Voßmann worked as a research assistant at the Chair of Controlling under Prof. Dr. Thorsten Knauer from the end of 2021 to the end of 2024. Since the beginning of 2025, Dr. Voßmann has been working in investment controlling at the PHW Group, a group of companies with business segments in poultry, alternative protein sources, and health.
The award ceremony was conducted by Mr. André Bedenbecker (WP/StB), Partner at Deloitte and Location Manager in Düsseldorf for Audit Industry, as well as National Audit Leader for the Industrial Products & Services sector.
The photo shows, from left to right: Prof. Dr. Heiko Müller, the managing scientific director of the institute, Dr. Arne Voßmann, and the ifu managing director Dr. Martin Seidler.
© ifu, Patir
Seller retention through earnout agreements: Tension between value creation and opportunism
In corporate mergers and acquisitions (M&A), earn-out clauses link a portion of the purchase price to the future performance of the target company. In this way, they can bridge valuation gaps between the negotiating parties that result from different expectations regarding the target company's future performance. In addition, earn-out clauses can be used to motivate selling managing partners to remain with the target company after the sale. By linking the purchase price to future performance, earn-outs create strong financial incentives for sellers to remain active in the target company post-transaction and to contribute their firm-specific knowledge to increase performance. This way, the acquiring company retains the valuable firm-specific human capital typically embodied by managing partners.
Retaining sellers through earn-out clauses can therefore contribute to value creation in M&A transactions. However, the strong financial incentives of earn-out payments can also lead sellers to want to achieve the underlying earn-out targets at any cost. This may tempt sellers to take actions that benefit themselves but are not in the interests of the acquiring company. Dr. Voßmann examines this tension between value creation and opportunism through seven papers. The first two papers focus on value creation in M&A transactions in general, before the third paper descriptively addresses the distinction of whether the seller remains with the target company after the sale. Papers four to six form the empirical core of the thesis. They investigate opportunistic behavior on the one hand, and value creation through seller retention on the other. The seventh paper concludes the analysis with practical recommendations for the design of earn-out clauses.
The results of the seven papers show that using earn-outs to retain selling managing partners indeed creates a tension between value creation and opportunistic behavior. Furthermore, it becomes clear that numerous aspects, such as the design of the earn-out components, the takeover premium, the use of earnings management, and the performance of the target company, depend on the control of the target company after closing. The results contribute to the understanding of earn-out clauses and the intentions associated with their use, providing insights for practitioners as well as additions to the existing literature.