Lock-In Agreements in Venture Capital Backed UK IPOs

This paper examines the impact of venture-capital backing of UK companies issuing shares at flotation on the characteristics of the lock-in agreements entered into by the existing shareholders, and on the abnormal returns realised around the expiry of the directors' lock-in agreements.The study examines the lock-in agreements of a sample of 186 UK IPOs issued during 1992-98. 103 of these companies had venture-capital backing at the IPO.The sample is also broken down into firms classified by industrial sector: of 103 VC backed companies 48 are high-tech, and among the 83 firms without VC backing 33 are high-tech.We find that lock-in agreements in the UK show much more variety in terms of the contractual detail than US agreements.Lock-in periods are particularly long for venture-backed high-tech companies.By contrast, for firms not in the high-tech sector, venture-capital backing appears to reduce the directors' lock-in periods.This suggests that for UK IPOs venture-capital backing does not serve as a substitute for lock-in agreements.Examining the proportion of locked-in directors' shares, we find it to be significantly higher in VC-backed firms as compared to firms without VC backing in the sample of firms not classified as high tech.This suggests that for firms likely to face only moderate information asymmetries (i.e. those not in high-tech industries), venture-capital backing of the IPO is not used as a substitute for, but rather as a complement to, lock-in agreements.The higher proportion of locked-in directors' shares among VC-backed companies (not in the high-tech sector) may be because the underwriters of VC-backed IPOs expect heavy sales by the VCs in the period after the IPO and decide to lock in the directors' shares and in order to limit the downward pressure of the VC's disposals on stock prices.Alternatively, if VCs do not sell out completely in the IPO, as reported by Barry et al. 1990, they may seek to align the directors' interests with their own by locking the directors in.We also examine the share-price performance of IPOs with and without VC backing around the time of the expiry of the lock-in agreements, and find that the CAARs for the VC-backed stocks are lower for most of the short windows around the expiry date, both for the sample as a whole and separately for each industry sector.For the sample of 28 VC-backed stocks, the CAARs are statistically significantly less than zero at the 1% level for the narrow one-to three-day windows around the expiry date.For the VC-backed stocks, the CAARs range from -1.2% to -1.6% (and even to -2% for the 11-day window, but this result is not statistically significant), while the corresponding CAARs for the stocks without VC backing range only from -0.2% to -0.8.initial public offerings;lock-in;high-tech;venture capital;IPO

Cross-border venture capital investments: The impact of foreignness on returns

Against the background of the growing internationalization of venture capital (VC) investing, this is the first global comparison of the returns generated by individual domestic and cross-border deals. We examine investments worldwide during 1971–2009 and find that cross-border investments significantly underperform compared with equivalent domestic investments. Returns are negatively affected by geographic distances, cultural disparities, and institutional differences between the home and host countries. Returns on cross-border and domestic deals also decline after the late 1990s. International portfolio diversification and the saturation of domestic markets may explain why VC investors make cross-border investments despite poor expected returns

Institutions, banking structure and the cost of debt: new international evidence

We wish to thank participants at the ACEDE Conference in Vigo (2016) for helpful comments and suggestions. Funding from the Spanish Ministry of Economy and Competitiveness via Project ECO2015-66184-R and financial support from the Government of the Principality of Asturias via the Severo Ochoa programme of predoctoral grants are gratefully acknowledged

Signaling by Underpricing the Initial Public Offerings of Primary Listings in an Emerging Market

The signaling hypothesis suggests that firms have incentives to underprice their initial public offerings (IPOs) to signal their quality to the outside investors and to issue seasoned equity (SEO) at more favorable terms. While the initial empirical evidence on the signaling hypothesis was weak, Francis et al. (2010) show that foreign firms from segmented (rather than integrated) markets strategically underprice their IPO in U.S. markets to distinguish themselves from the weaker players. Hence, the attractiveness of the signaling strategy seems to be related to the a priori level of information asymmetry. We examine the use of signaling in an emerging market where the information asymmetry is likely to be higher relative to an established market. Using a sample of 158 Polish IPOs from 2005 - 2009, we show that firms that underprice their IPOs are more likely (i) to issue seasoned equity, (ii) to issue a larger portion of equity at the SEO, and (iii) to make the SEO sooner after the IPO, all of which are consistent with the signaling hypothesis. This evidence suggests that the results of Francis et al. (2010) are not limited to IPOs made by foreign firms in an established market, but they can be extended to primary listings by domestic firms in markets where the information asymmetry is sufficiently large for the benefit of the signal to outweigh its cost