The role of lockups in takeover contests
分析目标公司如何通过分手费和股票锁定协议鼓励竞标者参与收购竞争，发现分手费能实现社会最优竞争，而股票锁定协议会导致过度或不足竞争，但目标管理层偏好后者。
We examine breakup fees and stock lockups as devices for prospective target firms to encourage bidder participation in takeover contests. Unless bidding costs for the first bidder are too high, breakup fees provide for the socially desirable degree of competition and ensure the efficient allocation of the target to the highest‐valued buyer in a takeover auction. In contrast, stock lockups permit the target firm to subsidize entry of a new bidder at the expense of an incumbent bidder. Stock lockups induce too much competition when offered to a second bidder and too little competition when offered to a first bidder. Despite their socially wasteful properties, target management would favor stock lockups, as they induce takeover competition at least cost to the target.