证券公司参与对我国上市公司并购绩效的影响

发布时间：2018-06-05 03:36

本文选题：证券公司 + 并购业务　；参考：《西南财经大学》2012年硕士论文

【摘要】：并购(MA)是企业的合并(merger)与收购(acquisition)两种财务活动的总称。企业成长主要通过内部扩充和外部扩充两种途径,内部扩充是通过企业自身的内部积累进行投资,使公司规模稳定渐进地成长,而外部扩充则是激烈骤进的成长方式,即是通过企业的并购。并购作为企业重要的外部扩张方式已经在西方国家发展了上百年,我国的并购活动也已经有了二十多年的历史,随着市场日益自由化的趋势,企业间的竞争也越来越激烈,为了能充分利用时间价值,尽快扩大规模和整合资源,并购以其高效率的优势成为越来越多企业进行扩张战略时的首选,2000年全球并购活动交易总额达到3.4万亿美元,占当年世界经济总量的十分之一强。证券公司是主营资本市场业务的金融机构,在其发展初期,证券承销和经纪业务是最基础和核心的业务。随着19世纪末20世纪初美国第一次并购浪潮的掀起,证券公司的并购业务也开始逐渐发展起来,到了今天,并购业务已经成为西方发达国家证券公司的核心业务之一。我国证券市场形成较晚,证券公司发展也相对落后,证券公司的并购业务发展至今尚不足二十年,主要收入仍然来自于传统的投资银行业务,但随着国内并购市场的持续活跃,我国证券公司的并购业务也得到了迅猛发展,越来越多的公司开始认可证券公司在并购活动中的作用。统计数据显示,近年来,在经济发展和国家政策推动的共同作用下,我国的并购业务数量呈现高速增长趋势,2006年发生并购1469起,2007年前11个月发生并购1738起,交易量总值801亿美元,2010年发生并购2903起,交易量1115.06亿美元,2011年前11个月发生并购2505起,交易量1093.81亿美元。在此潮流下,从事并购财务顾问业务的证券公司也成为主要受益者之一,根据ChinaVenture投中集团的统计报告,2009年11月1日至2010年10月31日,全球披露的涉及中国企业的已完成的近1000起并购交易中,公布了并购财务顾问机构的达74起,涉及总部位于中国大陆的证券公司32家,2011年前11个月披露了独立财务顾问机构的并购事件有440起,涉及总部位于中国大陆的证券公司近50家。在并购活动愈演愈烈的今天,有一个疑问仍在困扰着人们：并购活动是否能为企业创造价值?从并购活动出现至今,并购活动对企业绩效的影响始终是人们在对并购活动进行研究的过程中关注的焦点。为了解决这个疑问,国内外经济学家从各个角度进行了大量的的研究,但得出的结论颇具分歧,始终无法达成共识。而随着证券公司并购业务的发展及其对企业并购活动越来越多的参与,又有一个新的问题摆在了人们面前：证券公司在企业并购活动中起到了什么样的作用,证券公司提供的并购策划和独立财务顾问业务是否能提高企业绩效,是否能在企业的并购活动中创造价值? 为回答上述问题提供一个研究的角度和一些值得参考的结论是本课题的研究目的和方向。本文从对相关理论和研究成果的评述入手,对企业并购和证券公司的并购业务相关理论进行了叙述,总结了到目前为止国内外对企业并购绩效的研究方法和研究结论,在此基础上提出“有证券公司参与下的并购活动中企业并购绩效的变动优于无证券公司参与的情况”这一假设,并进一步针对该假设收集有关数据,使用事件研究法进行实证检验,得出“证券公司的参与没有改善被并购企业的并购绩效,对并购企业绩效的改善也并不显著”的结论。根据上述结论,进一步分析了原因和研究的局限性,并结合我国证券公司参与企业并购的必要性,对并购企业、被并购企业、证券公司和政府分别提出并购企业更多地考虑聘请证券公司、被并购企业审慎选择是否聘用证券公司参与并购活动、证券公司提高自身业务水平、以及政府营造更好的企业并购环境的建议。文章主要内容如下： 1.企业并购绩效的研究现状目前企业绩效的实证研究方法有事件研究法、经营业绩对比法、个案研究法三种主要方法,以及管理层调查研究方法、诊断性研究、资产剥离收购比率、资本成本回收率等其他检验方法。国内外经济学家运用以上实证研究方法对企业并购绩效进行了大量的研究,通过对研究结论的汇总和比较,可以看出：对并购活动给被并购企业绩效带来的影响看法比较一致,都认为被并购企业在并购发生后的短期内有显著正收益,但从长期来看收益则不显著。在并购活动对总体绩效影响的看法上,除了个别研究认为无显著收益外,多数观点都认为在并购当期总体有显著正收益,随着时间推移收益的显著性减弱,并在一年以上的长期中逐渐消失。而对并购企业绩效受到的影响则存在很大争议,不论是从短期还是长期进行考察,都既有研究认为并购企业获得显著正收益,也有结论认为其收益显著为负,但认为收益为负者占多数。对企业并购绩效的研究角度,除了考虑企业在并购交易中的地位不同对并购绩效造成的影响外,还考虑了并购形式、支付方式、并购类型、关联方关系、行业差异、企业的成长型和价值型特征、文化冲突和企业规模等对并购绩效的影响。 2.实证研究过程通过对文献的总结,发现从证券公司参与对企业并购绩效影响的角度进行研究的文献不多,因此本文选择从这一角度出发使用事件研究法对2011年国内发生的并购事件进行研究,期望为该研究方向贡献一些有参考价值的结论。为达到研究目的,本文提出两个假设：假设一：在有证券公司担任独立财务顾问的并购活动中,被并购企业并购前后绩效的变化优于无证券公司参与的并购活动。假设二：在有证券公司担任独立财务顾问的并购活动中,并购企业并购前后绩效的变化优于无证券公司参与的并购活动。然后根据一定标准从在沪、深两个证券交易所A股市场挂牌的上市公司2011年公告的并购事件中选取58个做为样本,将这些样本事件按照有无证券公司参与、及参与并购的上市公司在交易中的地位进行分类,使用事件研究法市场模型进行非正常报酬率检验,通过分析这些样本的平均累积非正常收益率在窗口期内的分布,考察并购公告对样本事件涉及的上市公司股价的影响,并比较各种分类下样本事件涉及的上市公司绩效的变动情况,最终形成结论。 3.研究结论对于被并购企业,有证券公司参与情况下的并购其公司绩效变动差于无证券公司参与的情况,与假设不符,可能的原因是所选样本在并购形式和交易支付方式上的差异,以及并购的实质性等因素对检验结果造成的干扰。从被并购公司的整体情况看,被并购公司没有从并购活动中获得收益,可能的原因是受样本量限制,个别行业的结论不足以推断至总体。对于并购企业,有证券公司参与情况下的并购其公司绩效变动优于无证券公司参与的情况,与假设相符。从并购公司的整体情况看,并购公司仅在公告日有显著收益,两日后回落到原水平,之后继续呈下降趋势,即并购企业也未从并购活动中获得收益。 4.针对我国证券公司参与企业并购提出建议根据本文实证结论和我国证券公司参与企业并购现状,本文提出如下建议： (1)并购企业更多地考虑聘请证券公司参与并购； (2)被并购企业审慎选择是否聘请证券公司参与并购； (3)证券公司提高自身业务水平； (4)政府营造更良好的企业并购环境。
[Abstract]:M & A (MA) is the general name of two financial activities of enterprise merger (merger) and acquisition (acquisition). Enterprise growth mainly through internal expansion and external expansion of the two ways, internal expansion is through the internal accumulation of enterprise itself to invest, making the company scale steady and gradual growth, and external expansion is a fierce and sudden growth mode. It is through the merger and acquisition of enterprises. As an important external expansion mode of the enterprise, merger and acquisition has developed in the western countries for a hundred years. The merger and acquisition activities in our country have also had a history of more than 20 years. With the trend of the increasingly liberalization of the market, the competition among enterprises is becoming more and more fierce. In order to make full use of the time value, the scale can be expanded as soon as possible. And integration of resources, mergers and acquisitions with its high efficiency has become the first choice for more and more enterprises to expand the strategy. In 2000, the total amount of global mergers and acquisitions reached 3 trillion and 400 billion US dollars, accounting for 1/10 of the total world economy in the year.
Securities companies are the financial institutions of the main capital market business. In the early stages of its development, securities underwriting and brokerage business are the most basic and core business. With the first wave of merger and acquisition in the late nineteenth Century and early twentieth Century, the merger and acquisition business of securities companies began to develop gradually. Today, the merger and acquisition business has become the West. As one of the core business of the national securities company, China's securities market has formed relatively late, the development of securities companies is relatively backward, the development of the merger and acquisition business of the securities companies is still less than twenty years, the main income is still from the traditional investment banking business, but with the continuous active merger and acquisition in China, the merger and acquisition business of China's securities companies It has also been developing rapidly. More and more companies begin to recognize the role of securities companies in M & A activities.
Statistics show that, in recent years, in the joint role of economic development and national policy, the number of mergers and acquisitions in China has shown a high growth trend. In 2006, there were 1469 mergers and acquisitions, 1738 mergers and acquisitions in the first 11 months of 2007. The total volume of transactions was $80 billion 100 million. In 2010, there were 2903 mergers and acquisitions, trading volume of $111 billion 506 million, and 11 in 2011. In this month, there are 2505 mergers and acquisitions of $109 billion 381 million. Under this trend, securities companies engaged in M & a financial advisors have also become one of the main beneficiaries. According to the ChinaVenture group's statistical report, from November 1, 2009 to October 31, 2010, the global disclosure of nearly 1000 mergers and acquisitions involving Chinese enterprises was completed. 74 of the financial advisory bodies were announced, involving 32 securities companies based in mainland China, and 11 months before 2011 revealed 440 mergers and acquisitions by independent financial advisers, involving nearly 50 securities companies based in mainland China.
As mergers and acquisitions become more and more intense today, there is a question still puzzling people: can M & A activities create value for enterprises? Since the emergence of M & A activities, the impact of M & A activities on corporate performance has always been the focus of attention in the study of M & A activities. In order to solve this question, economics at home and abroad A large number of studies have been carried out from various angles, but the conclusions are quite different and can not reach a consensus. With the development of the merger and acquisition of securities companies and the increasing participation in M & A activities, there is a new problem in front of the people: what kind of securities companies have played in the activities of mergers and acquisitions. Can the merger and acquisition plan and independent financial advisory business provided by securities companies improve the performance of enterprises, and whether they can create value in the M & A activities of enterprises?
In order to answer the above questions, a research perspective and some worthy conclusions are the purpose and direction of the research.
Starting with the review of relevant theories and research achievements, this paper describes the related theories of merger and acquisition and the merger and acquisition of securities companies, summarizes the research methods and conclusions on the performance of mergers and acquisitions at home and abroad so far, and on this basis puts forward the performance of mergers and acquisitions in the merger and acquisition activities under the participation of securities companies. The change is better than the assumption that the non securities companies participate in the case, and the conclusion is that the participation of the securities companies does not improve the M & a performance of the M & A enterprises and the improvement of the performance of the M & A enterprises is not significant. Further analysis of the reasons and the limitations of the research, and combined with the necessity of China's securities companies to participate in the merger and acquisition, the merger and acquisition enterprise, the merger and acquisition enterprise, the securities company and the government put forward more consideration of the merger and acquisition companies to employ securities companies, the prudent selection of the merger and acquisition companies to engage in mergers and acquisitions, securities companies, securities companies To improve their business level, and the government to create a better environment for mergers and acquisitions.
The main contents of the article are as follows:
1. research status of M & a performance
At present, the empirical research methods of enterprise performance include event research method, operation performance comparison method, case study method three main methods, as well as management survey research method, diagnostic research, asset divestiture acquisition ratio, capital cost recovery rate and other other testing methods.
The domestic and foreign economists have done a lot of research on the performance of M & A by using the above empirical research methods. Through the summary and comparison of the research conclusions, we can see that:
The impact of M & A on the performance of the merged enterprises is quite consistent, and it is considered that the M & A enterprises have significant positive returns in the short term after the merger and acquisition, but the earnings are not significant in the long run. In the view of the impact of M & A activities on the overall performance, most of the views are considered to be in the view that there is no significant income. There are significant positive returns in the current period of M & A, and the significance of earnings decreases with the passage of time, and it is gradually disappearing in the long term for more than a year. However, the majority of them are negative.
In the study of the performance of M & A, in addition to considering the impact of the different status of enterprises on M & a performance, it also takes into account the influence of M & a form, payment mode, type of merger, association, industry difference, enterprise growth and value characteristics, cultural conflict and enterprise scale on M & a performance.
2. empirical research process
Through the summary of the literature, it is found that there are few literature on the impact of the participation of securities companies on the performance of mergers and acquisitions. Therefore, this paper selects from this point of view to study the merger and acquisition events in China in 2011 by using the event study method, hoping to contribute some valuable conclusions to the researchers.
In order to achieve the purpose of the study, this paper puts forward two hypotheses:
Hypothesis 1: in the M & A activities of a securities company as an independent financial adviser, the changes in the performance of the merged enterprises before and after the merger and acquisition are better than the mergers and acquisitions without the participation of the securities companies.
Hypothesis two: in the M & A activities of a securities company as an independent financial adviser, the change of performance before and after merger and acquisition is better than that of non securities companies.
Then, according to a certain standard, 58 samples are selected from the merger and acquisition of the listed companies listed in the A stock market of the two stock exchanges in Shanghai and Shenzhen Stock Exchange in 2011. These samples are classified according to the participation of the securities companies, and the status of the listed companies involved in the merger and acquisition in the transaction, and the market model of the event research method is used. Through the analysis of the abnormal return rate test, by analyzing the distribution of the average cumulative abnormal return rate in the window period of these samples, the influence of the merger announcement on the stock price of the listed companies involved in the sample event is examined, and the changes in the performance of the listed companies involved in the various classification events are compared, and finally the conclusion is formed.
3. research conclusions
In the case of merger and acquisition, the change of corporate performance under the participation of a securities company is less than the participation of the non securities company, which is not consistent with the hypothesis. The possible reason is the difference between the selected samples in the form of M & A and the payment mode of the transaction, and the interference from the substantive factors such as the merger and acquisition. As a whole, the M & a company has not obtained the benefit from the M & A activities. The possible reason is the limitation of the sample size, and the conclusion of the individual industry is not enough to be inferred to the general.
In the case of merger and acquisition, the performance changes of mergers and acquisitions under the participation of the securities companies are better than those of the non securities companies, which are consistent with the assumptions. From the overall situation of the merger and acquisition companies, the merger and acquisition companies only have a significant profit on the day of the announcement. After two days, they fall back to the original level, and then continue to decline. That is, the merger and acquisition enterprises have not survived the merger and acquisition. Gain gains in motion.
4., suggestions for China's securities companies to participate in mergers and acquisitions.
Based on the conclusions of this paper and the current situation of China's securities companies participating in mergers and acquisitions, the following suggestions are made:
(1) mergers and acquisitions enterprises are more likely to invite securities companies to participate in mergers and acquisitions.
(2) mergers and acquisitions companies carefully choose whether to hire securities companies to participate in mergers and acquisitions;
(3) securities companies to improve their own business level;
(4) the government creates a better environment for mergers and acquisitions.
【学位授予单位】：西南财经大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：F832.51;F271

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