The Role of Lockups in Stock Mergers

• 成果类型: Article
• 署名作者: Chen, Zhong; Liu, Yi; Rossi, Stefano
• 署名单位: University of London; King's College London; Southwestern University of Finance & Economics - China; Bocconi University
• 刊物名称: MANAGEMENT SCIENCE
• ISSN/ISSBN: 0025-1909
• DOI: 10.1287/mnsc.2023.00993
• 发表日期: 2025
• 关键词: Lockups; Mergers and Acquisitions; stock deals; Equity valuation

摘要

We document the frequent use of stock lockup agreements in mergers and acquisitions (M&As) paid in stock and examine the corporate determinants and consequences of the use and duration of lockups. Lockup agreements prohibit target shareholders from selling shares issued by the acquirer as a means of payment for a prespecified period. We find support for the hypothesis that target shareholders agree to lockups to precommit to hold on to the acquirer's stock if they believe the merger's long-term fundamentals are strong. Consistent with our hypothesis, lockups come with larger acquirer announcement returns, particularly when acquirer valuations are high; ex ante, lockup adoption likelihood increases with acquirers' valuation. Lockups also come with higher deal completion likelihood, shorter merger negotiations, and higher long-term operating performance. We conclude the market interprets lockups as a signal of strong fundamentals, particularly when acquirers' valuations are high.