The Impact of Go‐Shop Provisions in Merger Agreements
研究了并购协议中的寻购条款是否有利于目标公司股东，发现该条款与更高初始溢价、更多竞争性报价相关，表明其有效保护了股东利益。
We examine whether go‐shop provisions in merger agreements are used to benefit target shareholders or for agency/entrenchment reasons. We find that go‐shop provisions are more likely in deals involving the negotiation selling method, financial buyers and all cash financing, and in targets with less valuation uncertainty. We confirm that go‐shops have a positive association with the initial offer premium. Results suggest that deals with go‐shop provisions are more likely to have a competing bid and an upward revision of the initial offer premium. Collectively, our results indicate that go‐shops are effective contractual devices used to further target shareholder interests.