代理問題視角下我國企業治理與併購效應研究

Abstract

M&A (Merger & Acquisition) is a way of strategic expansion and optimization of resource allocation for enterprises. There have been five M&A tides in capitalist countries. Many enterprises failed during the economic crisis in 2008, some poor-operated enterprises were merged by well-operated enterprises. M&A are staged continuously in China. The reformation of split share structure of listed enterprises has been gradually completed since 2005 in China, the purpose, scale and form of M&A of Chinese listed enterprises have also changed significantly, the M&A of Chinese listed enterprises enters into a new stage. In the new stage, it is necessary to conduct special research from a new perspective due to the new evolution standard of M&A performance. Generally, the M&A market is considered as an external factor of corporate governance, it is also an endogenous factor of corporate governance together with board of directors, equity structure and incentive system of management. Therefore, M&A performance is listed within frame of enterprise operation, a comprehensive and in-depth research on M&A performance evaluation of listed enterprises and the relationship between enterprise operation and M&A performance in this paper.

First of all, the article defined the concepts of M&A and enterprise operation, explained related economic theories, introduced the research results on M&A performance evaluation of listed enterprises and the relationship between enterprise operation and M&A performance, and decided on the theory used. Secondly, based on the actual enterprise operation condition of Chinese listed enterprises, the relationship between the special Chinese board of directors, equity structure, incentive mechanism of management and M&A performance are analyzed in a theoretical level combined with the characteristics of Chinese M&A market in new era, the corresponding assumptions are formulated together. Third, independent sample T-test method and factor analysis method are used to make an objective evaluation of the M&A performance of listed enterprises, multiple regression model is used to verify the relationship between the internal mechanism of enterprise operation and M&A performance. In the end, the countermeasures to improve the M&A performance of listed enterprises within the enterprise operation frame are introduced based on theoretical derivation conclusions and empirical results.

The main point in this paper: the shareholding ratio of management has a positive effect on the M&A performance of listed enterprise in the year, but it is not significant; it has a significant negative impact on long-term M&A performance; The number of management being incentived also has a continuously and significant negative impact on M&A performance. This is even more true when the equity concentration is lower than 50% or the enterprise is non-state-owned; when the equity concentration is higher than 50% or the enterprise is state-owned, equity incentive has no effect on M&A performance.

The main innovation of this paper: First, the innovation of the research object. The existing domestic academic achievements on M&A or equity incentive are generally focus on the comparison of enterprise performance before and after M&A, or the impact of equity incentive on the share price and operation performance, but rarely on the combination of equity incentive with M&A performance from entrusted agency. Moreover, from the existing few literatures, there are still some disputes about the effect of equity incentive on M&A performance among domestic academic, which is mainly due to the differences in M&A performance evaluation methods and sample selection. So the innovation of this this paper is the research on the impact of equity incentive on M&A performance of listed enterprise, which can provide a reference for the research in this field. The second innovation is the research method. During the research of listed enterprise performance change before and after M&A, the net profit growth rate, which is the most important indicator in M&A of listed enterprise, is observed, then the accounting research method which is more suitable for China is adopted, meanwhile remove the impact of the industry, grade the comprehensive performance of M&A, so as to research the changes of comprehensive performance. Thus, the changes of the two types of data are compared and observed. In addition, in the research of "the impact of equity incentive on M&A performance", in addition to the shareholding ratio index of management, this paper also creatively introduces the number of incentives, incentive time and so on to analyze the effect of equity incentive on M&A performance in multiple dimensions. After conclusions, this paper also makes a detailed research on the impact of equity incentive on M&A performance of enterprises with different operation structures, enriches the research on equity incentive and M&A performance, and provides suggestions to improve M&A performance of listed enterprises with different operation structures from a practical point of view.

Date of Award	12 May 2021
Original language	Chinese (Traditional)
Awarding Institution	City University of Hong Kong
Supervisor	Haibin YANG (Supervisor) & Zhong NING (External Supervisor)