【锋行链盟】纳斯达克IPO绿鞋机制（超额配售选择权）核心要点

Core Viewpoint - The Green Shoe Option, formally known as the Over-Allotment Option, is a crucial tool granted by issuers to underwriters to stabilize post-IPO stock prices, protect investor confidence, and balance interests among parties involved [2][12]. Group 1: Basic Definition and Nature - The Green Shoe Option allows underwriters to over-allot shares up to 15% of the original offering size, enabling them to sell a total of 115% of the planned issuance [3]. - The option is exercised based on the stock price performance post-IPO, allowing underwriters to either buy shares from the secondary market or request additional issuance from the issuer [2][5]. Group 2: Core Authorization Parameters - The maximum over-allotment ratio is typically capped at 15% of the original offering size, as permitted by Nasdaq Rule 416(a) [3]. - The exercise period is generally within 30 days post-IPO, with some cases allowing an extension to 60 days under regulatory compliance [4]. Group 3: Exercise Scenarios and Operational Logic - If the stock price falls below the offering price, underwriters will buy shares at a lower price from the secondary market to fulfill obligations to investors, thereby stabilizing the stock price [5]. - Conversely, if the stock price rises above the offering price, underwriters can request an additional 15% of shares from the issuer, increasing total issuance and financing [6]. Group 4: Core Objectives - The Green Shoe Option serves as a "price stabilizer" for issuers, reducing the risk of post-IPO price drops and enhancing investor confidence [7]. - For underwriters, it allows them to fulfill their responsibility of stabilizing stock prices while maximizing their profits through price differences or commissions [8]. Group 5: Impact on Stakeholders - A price increase allows for an additional 15% in financing, while a price decrease maintains the original financing size and mitigates the risk of price drops [9]. - Underwriters benefit from price differences in passive exercises and earn additional commissions in active exercises, strengthening their relationship with issuers [9]. Group 6: Limitations and Disclosure Requirements - The over-allotment cannot exceed 15% of the original offering size to prevent excessive dilution of equity [10]. - The option must be exercised within 30 days post-IPO to avoid long-term market interference, and issuers must disclose the existence, ratio, period, and conditions of the Green Shoe Option in the prospectus [10]. Group 7: Origin and Name - The Green Shoe Option is named after Green Shoe Manufacturing Co., which was the first to widely use this mechanism during its IPO in 1963, establishing it as a standard clause in global IPOs [11]. Group 8: Key Numerical Review - Maximum over-allotment ratio: 15% - Exercise period: within 30 days post-IPO - Core objective: stabilize stock prices and enhance confidence [13]