摘要
本文以社会镶嵌理论为基础,选择2000-2011年并购公司和目标公司均是我国沪深两市A股上市公司的并购事件为样本,主要探索并购双方的连锁董事关系是否会影响并购绩效。研究发现,并购双方的连锁董事关系会减损并购公司、目标公司以及将二者作为一个整体考虑的并购后实体的并购绩效。进一步研究发现,当并购公司的公司治理质量较高时,这种减损作用会降低。当并购双方存在连锁董事关系时,目标公司更易接受股票作为并购支付方式。本文的研究成果对于解释我国证券市场的"并购损益之谜"提供了有益的启示。
Based on theory of social embeddedness, firms＇ econom- ic behavior and outcome are embedded in their social connection structures. Interlock directorate is an important component of firms＇ social connections, and director networks can affect firms＇ decision-making process or firm value in complex ways. Scholars explore the influence of interlock directorates on firms＇ economic behavior and outcome from various perspectives, such as firm strat- egy, managerial incentive, firm performance etc. However, previ- ous research is mainly concerned about the influence of interlock directorates on within-firm decisions. Relatively little is explored about the influence of interlock directorates on cross-firm decisions such as mergers ＆ acquisitions. In addition, as a emerging country, China＇s institutional system is not very perfect, in addition, supervi- sion of director and board independence are different from those in western countries, which leads to the role of interlock directorates also is different from that in western developed countries. Hence, this paper explores the relationship of interlock directorates and mergers ＆ acquisitions in Chinese setting. Using a sample of do- mestic mergers that acquirers and targets are all A share listed firms from 2000 to 20ll, based on information transmission theory and agency theory, this paper analyzes if top management and director interlock between the acquirer firm and the target firm can affect merger performance, in addition, we also make study if corporate governance quality can moderate the relationship. Furthermore, the relationship of interlocking director and merger payment method is also explored. Our findings are that： interlock directorate between acquirer and target has a significant negative effect on merger per- formance of acquirer firms, target firms and the combined entities, that is, it does harm to merger performance. When the corporate governance quality of acquirer firms is higher, the negative effect of interlock directorates on merger performance can be lower. Also if interlock director between acquirer and target exists, stock is easier to be accepted as the payment method. Our research provides some enlightenment to explain ＂the premium puzzle＂ in Chinese stock market.
出处
《南开管理评论》
CSSCI
北大核心
2013年第6期112-122,共11页
Nankai Business Review
基金
国家自然科学基金项目(71372163)
国家自然基金青年项目(71302195)资助
关键词
连锁董事
并购绩效
公司治理质量
并购支付方式
事件研究
Interlock Directorates
Merger Performance
Corporate Governance Quality
Payment Method
Event Study
