时间：2023年10月31日（周二） 地点：腾讯会议

主持人：赵健宇 助理教授（博士生培养中心主任）

论文报告

时间：下午1:30-2:30

报告1：The Role of Lockups in Stock Mergers

报告人：刘奕（伦敦国王学院）

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 lockups’ use and duration. Lockup agreements prohibit target shareholders from selling shares issued by the acquirer as means of payment for a pre-specified period. We find support for the hypothesis that target shareholders agree to lockups to pre-commit 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, lockups adoption likelihood increases with acquirers’ valuation. Lockups also come with higher deal completion likelihood; shorter merger negotiations; higher long-term operating performance. We conclude the market interprets lockups as a signal of strong fundamentals, particularly when acquirers’ valuations are high.

时间：下午2:30-3:30

报告2：A Tale of Two Market Disciplines: How does Bank Financial Misconduct Affect Peer Banks in the Local Deposit Market

报告人：裘泱（香港中文大学）

摘要：This study reveals that the impact of bank financial misconduct on uninsured deposits of local peer banks that have not engaged in misconduct is contingent upon the economic conditions. In non-crisis periods, depositors respond to bank financial misconduct by reallocating deposits from misconduct bank branches to peer non-misconduct bank branches in the local market, leading to a decrease in the uninsured deposit spreads of the peer branches (local reallocation effect). In the crisis period, depositors withdraw from both misconduct bank branches and non-misconduct peer branches in the local deposit market, resulting in an increase in the uninsured deposit spreads of the peer non-misconduct branches (local contagion effect). Cross-sectional analyses show that depositors’ financial sophistication and government guarantee play a role in the above two misconduct-triggered deposit market disciplines. The reallocation effect is more concentrated among financially sophisticated depositors and is amplified (attenuated) when peer (misconduct) banks have a lower default risk, or when they are more likely to receive government guarantees. In contrast, the local contagion effect is mitigated by government guarantees and social capital.

时间：下午3:30-4:30

报告3：Non-GAAP Reporting Under the Threat of Non-fundamental Price Shocks: Evidence from Fragile Stocks

报告人：朱睿超（香港科技大学）

摘要：This study examines managers’ non-GAAP reporting decisions under the threat of non- fundamental price shocks. I argue that when firms face a greater threat of non-fundamental price shocks (i.e., stock fragility), in which price noise hinders outsiders from understanding firm fundamentals based on prices, managers filter out earnings noise with non-GAAP adjustments to provide outsiders a clearer understanding of firm fundamentals. Consistent with this argument, I find that the threat of non-fundamental price shocks (i) increases non-GAAP reporting likelihood, with a stronger effect for firms with managers more concerned about non-fundamental price movements and outsiders more uncertain about firm fundamentals, and (ii) increases non-GAAP adjustment quality, including lower opportunistic meet-or-beat incentives, greater predictability for future fundamentals, and stronger capital market reactions. In addition, I find non-GAAP reporting mitigates the adverse impacts of the materialized shocks and substitutes for precautionary real actions. This study offers a novel view of non-GAAP reporting as a preemptive tool to protect firms against the adverse outcomes of non-fundamental price shocks.

撰稿：赵健宇、于晓旭

校对：王伟、孙健、王彦超

排版：党颖欣

审核：吴溪