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Using the example of French mergers, this paper investigates the effect of managers- accounting discretion on the stock-for-stock exchange ratio. Our results indicate that acquiring firms manage earnings upward in the year prior to the deal in order to reduce the number of shares to issue. Acquiring firms- unexpected accruals average 6.7% of total assets. Moreover, results suggest that earnings management is related to the level of participation in the acquiring firm held by the managers and/or their family, by the dilution of shares post-merger, by the use of accounting evaluation methods that best predict the final exchange ratio, by the auditors- reputation, and by the firm performance.