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发起跨境并购交易成败对并购方利益群体的影响研究

The Impact of the Completion or Withdrawal of Cross-border Acquisition on the Stake Groups of Acquiror

作者:陈航
  • 学号
    2017******
  • 学位
    博士
  • 电子邮箱
    che******.cn
  • 答辩日期
    2022.05.19
  • 导师
    李东红
  • 学科名
    工商管理
  • 页码
    142
  • 保密级别
    公开
  • 培养单位
    051 经管学院
  • 中文关键词
    跨境并购,资源依赖,CEO离职,政府补贴
  • 英文关键词
    Cross-border acquisition,Resource dependence theory,CEO turnover,Government subsidies

摘要

跨境并购在过去相当长的一段时间是中国企业对外投资的主要方式。但近些年,中国企业跨境并购的热度逐渐减退,无论是并购的数量还是金额都出现了下滑。境外跨境并购交易审查趋严以及较大的外来者劣势是中国企业跨境并购减少的重要原因。在此背景下,跨境并购交易的成败对各类利益群体产生了何种影响这一问题值得深入探讨。本研究关注跨境并购交易成败对与并购方相关的三类利益群体的影响,即并购方股东、并购方CEO以及母国政府。使用SDC数据库中记录的中国大陆上市公司发起的跨境并购交易作为研究样本,本文通过三个有内在联系的子研究分析上述具体的影响机制。主要结论如下: 首先,跨境并购交易的终止会降低并购方股东市场回报。跨境并购终止会向外释放关于并购方偏负面的信号,让外界认为并购方缺乏竞争力,降低了投资者对于并购方未来的预期,并且给并购方带来了直接的财务损失,最终并购方股东回报降低。但这一影响会受到并购方对跨境并购获得资源的依赖程度的调节。当资源的可替代性增强时——并购方研发能力强、所在地区市场化程度高,依赖程度减弱,交易终止对股东市场回报的影响被削弱;当资源的重要性更大时——并购交易规模大,依赖程度提升,交易终止对股东市场回报带来的负面影响会增强。 其次,跨境并购交易的终止会提高并购方CEO离职的可能性。跨境并购终止导致董事会对CEO质量的评估下降,从而提高了CEO离职的压力。而董事会感知到CEO具有较高的人力资本价值时,会削弱这一效应。CEO的人力资本价值体现在两个方面,一是为股东创造价值的能力——企业绩效好、媒体关注度高;二是尽责程度——并购持续时间久。董事会对于CEO人力资本价值的感知提升后,对CEO质量的评估便会被改善,CEO因交易终止而离职的压力从而会下降。 最后,跨境并购交易完成会提高并购方获得的政府补助。存在两种影响机制:“鼓励”——完成跨境并购能够帮助政府实现其经济和政治目标,政府会因此给予更多补助;“规避风险”——完成并购后并购方整体流动性风险水平上升,政府出于规避风险的需要给予更多补助。当并购方创新能力强、雇佣规模大时,“鼓励”机制会更强。当雇佣规模大、东道国风险高时,“规避风险”机制会更强。 本研究对跨境并购、资源依赖理论、CEO离职以及政府补贴等领域的理论作出贡献,对于并购方企业及其利益群体具有较强的实践指导意义。

For a long time, cross-border acquisition (CBA) has been a major way of investing abroad by Chinese firms. However, the popularity of CBA has descended in recent years. Both the amount and value of CBAs conducted by Chinese firms has dropped. The reason behind such phenomenon lies in two facts. First, the scrutiny from regulators in host countries has increased dramatically. Second, the challenge of liability of foreignness faced by Chinese firms has also been lifted. Against this backdrop, we tried to explore the effect of the withdrawal or completion of CBA deals on the stake groups of Chinese acquirors. This research focused on three types of stake groups of acquirors, namely, acquirors’ shareholders, acquirors’ CEOs and home government. We used CBA deals launched by listed firms in the mainland of China and collected data from SDC database as our sample. Three interconnect studies were conducted to analyse the mechanism through which the withdrawal or completion of CBA affects stake groups. The main conclusions are followed: Firstly, withdrawing CBA deals negatively affect the market return of acquirors’ shareholders. The withdrawal of CBA deals would send negative signal about acquirors that they are less competent than their rivals. It also affects the expectations of investors regarding the future growth of firms. Acquirors could also incur financial loss if they withdrew CBA deals. As a result, the market return of acquirors’ shareholders is negatively affected. However, such negative effect on shareholders’ market return can be moderated by the dependence of acquirors on the resources obtained through CBAs. When the substitutability of resources increases, i.e. the R&D intensity of acquirors is high and the market development in the region of acquirors is advanced, the degree of resource dependence would decrease correspondingly. In consequence, the negative effect of the withdrawal on shareholders’ market return is weakened. When the essentiality of resources increases, i.e. the deal size of CBAs is large, the degree of resource dependence would increase. As a result, the negative effect of the withdrawal on shareholders’ market return is strengthened. Secondly, withdrawing CBA deals increases the likelihood of the turnover of acquirors' CEOs. The withdrawal of CBA deals undermines the estimation of CEOs' quality of acquirors by the board of directors, which increases the likelihood of CEOs turnover consequently. However, such effect could be mitigated by the improved perception of CEOs' human capital. There are two aspects of CEOs' human capital, namely, their ability of wealth creation for shareholders and their diligence. Both good performance and wide media coverage of firm signal strong ability of CEOs, while long duration of CBA signals the diligence of CEO. When the perception of CEOs' human capital improved, the worsened estimation of CEOs' quality from the board would get improved, weakening the negative effect of the withdrawal of CBA deals on CEOs' turnover. Thirdly, completing CBA deals increases subsidies obtained by acquirors from home government. There are two mechanisms for such effect. The first one is encouragement. The completion of CBA deals helps home governments achieve their economic and social goals, which leads to more government subsidies. The second one is prevention of risk. Completing CBA deals could increase the risk of acquirors significantly. For the purpose of preventing risk induced by CBA deals, home governments will provide more subsidies for the acquirors. The encouragement mechanism is strengthened when the innovation capability of acquirors is strong or the number of employment of acquirors is large. The mechanism of prevention is strengthened when the number of employment of acquirors is large or the risk level of host countries is high. In consequence, the acquirors will obtain more government subsidies after CBAs. Our research made several contributions to the studies of CBA, the studies of resource dependence theory, the studies of CEO turnover and the studies of government subsidies. It also provided practical implications for the acquirors and their stakeholders.