توضیح تنوع در موافقت نامه های حبس سهامداران
|کد مقاله||سال انتشار||مقاله انگلیسی||ترجمه فارسی||تعداد کلمات|
|23113||2006||27 صفحه PDF||سفارش دهید||15305 کلمه|
Publisher : Elsevier - Science Direct (الزویر - ساینس دایرکت)
Journal : Journal of Financial Intermediation, Volume 15, Issue 2, April 2006, Pages 254–280
This paper investigates whether shareholder lockup agreements in France and Germany mitigate problems of agency and asymmetric information. Despite minimum requirements in terms of the length and percentage of shares locked up, lockup agreements are not only highly diverse across firms but also across the different shareholders of a single firm as most firms have different agreements in place for executives, non-executives and venture capitalists. The diversity across firms and types of shareholders can be explained by firm characteristics—such as the level of uncertainty—as well as the type and importance of each shareholder within the firm.
Lockup contracts1 are agreements that prevent the initial shareholders of IPO firms from selling a specific percentage of their shares over a certain period following the admission of their firm to the stock exchange. Thus, at the IPO, pre-IPO shareholders can not only signal their commitment via the percentage of ownership retention after the IPO (‘putting their money where their mouth is’) but also by locking up their share stakes for a specific period (‘keeping their money where their mouth is’) ( Brau et al., 2005). One of the interesting features of lockup contracts is that they are frequently voluntary arrangements. For example, although the UK and US 2 stock markets do not impose any generally applicable minimum lockups, most firms that go public have lockups in place. Even for the markets that require minimum lockups, such as the Euro New Markets (EuroNM) of Continental Europe, the original shareholders often agree to a larger proportion of their shares being locked up and to lockup periods that exceed the minimum requirement. Another interesting feature is the diversity of lockup contracts across countries and across firms in terms of their contractual characteristics. The US is at one extreme of the spectrum with very short lockup periods. Over the last decade, there has been an increasing trend in the US towards standardization in terms of the lockup duration which tends to be 180 days for most firms (see Bradley et al., 2000). Whereas the (voluntary) US lockup contracts are mostly standardized, the lockup contracts on the Continental European markets are frequently mandatory and the lockup periods are also more varied and longer. At the other end of the spectrum are the lockup contracts of UK firms with an average duration of about 600 days and with an even greater diversity of expiry dates (Espenlaub et al., 2001). The third interesting feature of lockup agreements is that the US studies have found evidence of a negative share price reaction on the day of their expiry (e.g., Bradley et al., 2000 and Field and Hanka, 2001; and Brav and Gompers, 2003). This evidence contradicts the efficient market hypothesis (EMH) as the IPO prospectus contains all the details of the lockup agreement (including the expiry date) and there should therefore be no significant price change at the expiry. Contrary to the studies on US data, Espenlaub et al. (2001) do not find significant abnormal returns around the expiry for a sample of UK IPOs. Since there appear to be price differences across countries, it would be interesting to examine price reactions to lockup expiries in other countries, such as Germany and France. This leads us to the following three research questions. Do firm and shareholder characteristics influence the choice of the lockup contract, and if so, in what way? This paper is the first one that can discern the lockup length and the percentage of shares locked up by shareholder type for a sample of IPOs on the German Neuer Markt and the French Nouveau Marché. In the US, such detailed data are typically not available as the prospectuses usually only state the number of shares which will be available for trade after a certain date. 3 By examining the lockup length and the percentage of shares locked up for different types of shareholders, this paper makes an innovative contribution to the existing literature as it is able to study more refined hypotheses about the differences in lockup contracts across shareholders, across firms and also across countries. How does regulation influence the choice of the lockup duration and the percentage of equity locked up? Lockup agreements may be one way to reduce agency problems and asymmetric information on firm quality, both of which are particularly pronounced in the high-technology firms the EuroNM stock exchanges have attracted since the second half of the 1990s. The fact that the major markets of the EuroNM alliance of Continental European stock markets, the German Neuer Markt and the French Nouveau Marché, have adopted different lockup regulation allows us to study the choice between different types of mandatory as well as voluntary contracts. Are there significant abnormal returns around the expiry of lockup agreements on the French Nouveau Marché and the German Neuer Markt? Indeed, price pressure and/or agency problems may arise as soon as insiders are allowed to sell off their holdings. Our main findings can be summarized as follows. First, we can confirm that firm and shareholder characteristics influence the choice of contract. For both countries, shareholders of firms subject to more uncertainty (smaller and younger firms) are locked up for longer periods. Venture capitalists (VCs) have shorter lockup agreements, which suggests that they prefer to exit the firm at the earliest opportunity. In contrast, executives who retain equity stakes after the flotation are locked up for longer periods in Germany and face the more stringent of the two minimum requirements in France. We also examine whether the presence of a VC has a negative impact on the lockup duration given the possible certification role of VCs. While for France, the probability of being locked up is higher for firms with venture-capital backing (hence rejecting the certification role), we find no such effect for Germany. In both German and French IPOs, a high free-float induces more stringent lockup agreements. So, it seems that lockup contracts are used as a pre-commitment device by the pre-IPO shareholders who have sold substantial share stakes at the flotation. For France, we find some evidence that firms, which signal their superior quality via more stringent lockups, are able to revise their offer price upwards. However, for Germany we do not find that this is the case. Finally, high quality underwriters in Germany protect their reputational capital by imposing more stringent lockup contracts. Second, we find that regulation in France influences the choice of the lockup agreement. In contrast to the German regulation, the French one provides firms with a choice between locking up 100% of the shares for 6 months and locking up only 80% of the shares but for 1 year. As expected, the market is not indifferent between the two minimum requirements. Overall, the former is perceived to be less stringent than the latter as it is chosen by firms with less uncertainty about their value. We find that the shareholders of older and larger firms are locked up for 6 months and with 100% of their shares. There is some evidence that VCs choose the 6-month lockup covering 100% of their shares whereas executives are subject to the more stringent minimum requirement locking up 80% of their shares for 1 year. Finally, using an event study methodology identical to that of Espenlaub et al. (2001), we report the absence of significant abnormal returns at the expiry for France and Germany, regardless of the type of lockup contract and the category of shareholder locked up. Our results are contrary to those from US studies, but confirm the results of Espenlaub et al. (2001) who do not find significantly negative abnormal returns at the expiry of UK lockup contracts.
نتیجه گیری انگلیسی
Whereas virtually all the published literature has focused on lockup contracts in UK and US IPOs, this paper contributes to the IPO-literature by analyzing these contracts for IPOs on the French Nouveau Marché and the German Neuer Markt. Contrary to UK IPOs and to most US IPOs, firms going public on the French and German new markets are subject to compulsory lockups. While the German market imposes a minimum lockup of 6 months on all the pre-IPO shareholders' shares retained immediately after the flotation, the French market requires insiders to be locked up with 100% of the shares for 6 months or 80% of the shares for 1 year. About 52% of the shares that are locked up and held by the pre-IPO shareholders of French firms are subject to lockups which exceed the minimum requirement. For Germany, the equivalent percentage is 59%. Whereas negative abnormal returns on the day of the expiry of lockup contracts have been reported for the US, UK research has not found a significant market reaction. This paper confirms the absence of significantly abnormal returns at the expiry for the main Continental European markets. We also provide an important contribution to the lockup literature as we examine lockup contracts at the shareholder level rather than at the firm level. Consequently, we are able to study more refined hypotheses about the differences in lockup contracts across shareholders, across firms and across countries. We demonstrate that lockup contracts are not only determined by firm characteristics but also depend on the shareholder type. The paper uncovers some marked differences in terms of the role of venture capitalists in German and French IPOs. First, there is a significantly higher proportion of French firms that are VC-backed. Second, VCs in French firms are more likely to have board representation (via executive and non-executives) than their counterparts in German firms. Third, French VCs sell a smaller fraction of their holding at the flotation. We find that the shareholders of firms characterized by more uncertainty (small and young firms) are locked up for longer and for a higher proportion of their shares in both Germany and France. When the free-float at the IPO is high, more stringent lockup contracts are used (especially by the executive directors) to reduce potential agency problems. Venture capitalists in German IPOs prefer a quick exit after the flotation as they have short lockups (usually identical to the legal minimum). In contrast, founders, and executive and non-executive directors who retain shares after the flotation are locked up for longer periods. In France, the situation is similar: VCs are unlikely to be subject to lockup contracts exceeding the minimum requirements. Furthermore, they tend to be subject to the less stringent of the minimum requirements. We have also examined whether the presence of a venture capitalist has a negative impact on the lockup duration as it is possible that VCs certify firm quality and thus reduce the need for long lockups on other types of shareholders. We find that this certification role is not supported by our analysis. We also show that German IPOs with reputable underwriters are subject to more stringent lockup contracts. This implies that underwriters protect their reputational capital rather than provide a certification role. Also for Germany, we do not find any evidence that high-quality firms opt for more stringent lockup agreements and are thus able to revise their offer price upwards or reduce the degree of underpricing. In contrast, we find that, in France, the market perceives a more stringent lockup as a signal of firm quality as it is a substitute to the initial underpricing. The paper shows that although the French regulator gives firms a choice of two minimum lockup specifications, firms are clearly not indifferent between the two options. Overall, the lockup agreement of 6 months covering all of the shares is perceived to be less stringent as it is chosen by firms with less uncertainty about their value. For VC-backed firms, all the shareholders tend to be locked up although the probability that VCs themselves are subject to lockup contracts stricter than the minimum requirements is small. Young and small firms tend to use more stringent lockup contracts. Finally, we do not find any evidence that firms that signal their superior quality by locking up their shareholders for longer or with a higher proportion of their shares are able to revise their offer price upwards.