Optimal Sequential Selling Mechanism and Deal Protections in Mergers and Acquisitions
研究了在竞标者进入成本高且无入场费的并购环境中，利润最大化的动态销售机制，发现最优机制可能是标准拍卖或两阶段程序，并涉及终止费、资产锁定等常见交易保护措施。
ABSTRACT We study the dynamic profit‐maximizing selling mechanism in a merger and acquisitions (M&A) environment with costly bidder entry and without entry fees. Depending on the parameters, the optimal mechanism is implemented by a standard auction or by a two‐stage procedure with exclusive offers to one bidder followed by an auction potentially favoring that bidder. The optimal mechanism may involve common deal protections like termination fees, asset lockups, or stock option lockups. Our proposed procedures resemble sales of targets filing Chapter 11 bankruptcy or M&A involving public targets, and they shed light on how to use deal protections in practice.