证券背景独立董事对上市公司并购决策和并购溢价的影响研究
发布时间：2019-03-16 20:01
【摘要】：兼并收购是企业提升综合实力的一种重要战略选择,这种策略可以快速扩大企业生产经营规模,提高市场份额,使公司的业绩在短时期内有质的提升。自高层梯队理论提出以来,相继有学者探究高管团队特征与公司并购之间的潜在联系,研究已经得出很丰富的结论。前辈们研究的对象大多是公司董事、总裁、总经理、财务总监等对具有直接管理经营权的人群,他们与公司、大小股东都存在利益关系,而本文的研究对象为证券背景独立董事,他们一般与公司的大小股东、管理者、董事会并无直接的利益关系,与公司的直接受益人产生利益冲突的几率很小,从这个角度来看,本文研究证券背景独立董事是否可以促进公司实施并购活动,是否能使公司在并购活动中受益,可以很客观、真实的反映独立董事能否发挥顾问、咨询作用。本文将证券背景的独立董事定义为曾经或者正在证券公司担任高级职位的独立董事。我们认为证券背景的独立董事以他们专业知识和社交网络的优势可以从两个方面使公司在并购活动中收益。一方面,他们凭借任职过程中积累的社会网络资源,可以给公司提供更多的信息,比如潜在并购目标及其详细的经营现状、财务状况等;另一方面,证券背景独立董事的信息优势和专业技能还可以帮助企业在并购谈判中获得更有利的条款,最直接的就体现在更低的并购溢价上。本文对2006-2015年A股上市公司共17059个样本进行实证研究,发现了证券背景独立董事对公司并购活动有积极影响。为确保数据的全面性,我们对独立董事简历信息缺失的进行手工收集补全。逐一核对独立董事简历信息,手工挑选出符合条件的证券背景独立董事。我们分别从并购概率和并购溢价两个方面验证了证券背景独立董事对企业并购行为的影响,研究发现上市公司聘用证券背景的独立董事更容易实施并购行为,从行业分类上看,采矿业、制造业、建筑业、交通运输业、信息技术服务业、房地产业等行业的证券背景的独立董事可以更显著的提高并购概率。此外,从整体上看证券背景的独立董事可以适当降低并购溢价,但是在统计上并不显著。但本文进一步研究发现,证券背景的独立董事在小规模的并购行为中可以显著地帮助企业以更低的溢价完成并购。而在大规模并购行为中,企业更倾向聘请专业的财务顾问机构,而忽视证券背景独立董事的咨询职能。
[Abstract]:Merger and acquisition is an important strategic choice for enterprises to enhance their comprehensive strength. This strategy can rapidly expand the scale of production and operation of enterprises, increase market share, and improve the performance of the company in a short period of time. Since the theory of high-level echelon was put forward, some scholars have explored the potential relationship between the characteristics of executive team and corporate mergers and acquisitions, and have come to a very rich conclusion. Most of the subjects studied by the predecessors are directors, presidents, general managers, financial directors and other people who have direct management rights, and they have an interest relationship with the company, the large and small shareholders, and so on. The research object of this paper is the independent director of securities background, they generally have no direct interest relationship with the company's small shareholders, managers, the board of directors, and the chances of conflict of interest with the direct beneficiary of the company are very small. From this point of view, This paper studies whether the independent directors in the securities background can promote the implementation of M & A activities and whether the company can benefit from the M & A activities. It can objectively and truly reflect whether the independent directors can play an advisory role. This paper defines an independent director with a securities background as an independent director who has held or is holding a senior position in a securities company. We believe that independent directors with securities background can benefit from mergers and acquisitions in two ways with their expertise and social network advantages. On the one hand, by virtue of the social network resources accumulated during their tenure, they can provide more information to the company, such as potential M & A objectives and their detailed operational status, financial situation and so on. On the other hand, the information advantages and professional skills of independent directors in securities background can also help enterprises to obtain more favorable terms in M & A negotiations, the most direct of which is the lower M & A premium. This paper makes an empirical study on 17059 samples of A-share listed companies from 2006 to 2015. It is found that independent directors of securities background have a positive impact on M & A activities of companies. In order to ensure the comprehensiveness of the data, we manually collect and complete the missing information of independent directors' resumes. Check the resume information of independent directors one by one and select the qualified independent directors of securities background by hand. We verify the influence of independent directors with securities background on M & A behavior from the two aspects of M & A probability and M & A premium respectively. It is found that independent directors with securities background in listed companies are more likely to carry out M & A behavior from the perspective of industry classification. Independent directors with securities background in mining, manufacturing, construction, transportation, information technology services, real estate and other industries can significantly improve M & A probability. In addition, as a whole, independent directors with securities background can reduce M & A premium appropriately, but it is not statistically significant. However, further research shows that independent directors with securities background can significantly help firms to complete mergers and acquisitions at a lower premium in small-scale mergers and acquisitions. In large-scale mergers and acquisitions, enterprises tend to hire professional financial advisers, but ignore the advisory function of independent directors with securities background.
【学位授予单位】：西南交通大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F271;F271
本文编号：2441917
[Abstract]:Merger and acquisition is an important strategic choice for enterprises to enhance their comprehensive strength. This strategy can rapidly expand the scale of production and operation of enterprises, increase market share, and improve the performance of the company in a short period of time. Since the theory of high-level echelon was put forward, some scholars have explored the potential relationship between the characteristics of executive team and corporate mergers and acquisitions, and have come to a very rich conclusion. Most of the subjects studied by the predecessors are directors, presidents, general managers, financial directors and other people who have direct management rights, and they have an interest relationship with the company, the large and small shareholders, and so on. The research object of this paper is the independent director of securities background, they generally have no direct interest relationship with the company's small shareholders, managers, the board of directors, and the chances of conflict of interest with the direct beneficiary of the company are very small. From this point of view, This paper studies whether the independent directors in the securities background can promote the implementation of M & A activities and whether the company can benefit from the M & A activities. It can objectively and truly reflect whether the independent directors can play an advisory role. This paper defines an independent director with a securities background as an independent director who has held or is holding a senior position in a securities company. We believe that independent directors with securities background can benefit from mergers and acquisitions in two ways with their expertise and social network advantages. On the one hand, by virtue of the social network resources accumulated during their tenure, they can provide more information to the company, such as potential M & A objectives and their detailed operational status, financial situation and so on. On the other hand, the information advantages and professional skills of independent directors in securities background can also help enterprises to obtain more favorable terms in M & A negotiations, the most direct of which is the lower M & A premium. This paper makes an empirical study on 17059 samples of A-share listed companies from 2006 to 2015. It is found that independent directors of securities background have a positive impact on M & A activities of companies. In order to ensure the comprehensiveness of the data, we manually collect and complete the missing information of independent directors' resumes. Check the resume information of independent directors one by one and select the qualified independent directors of securities background by hand. We verify the influence of independent directors with securities background on M & A behavior from the two aspects of M & A probability and M & A premium respectively. It is found that independent directors with securities background in listed companies are more likely to carry out M & A behavior from the perspective of industry classification. Independent directors with securities background in mining, manufacturing, construction, transportation, information technology services, real estate and other industries can significantly improve M & A probability. In addition, as a whole, independent directors with securities background can reduce M & A premium appropriately, but it is not statistically significant. However, further research shows that independent directors with securities background can significantly help firms to complete mergers and acquisitions at a lower premium in small-scale mergers and acquisitions. In large-scale mergers and acquisitions, enterprises tend to hire professional financial advisers, but ignore the advisory function of independent directors with securities background.
【学位授予单位】：西南交通大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F271;F271
【相似文献】
相关期刊论文 前2条
1 宋渊洋;唐跃军;左晶晶;;CEO特征与国际化战略——来自中国制造业上市公司的证据[J];中大管理研究;2009年03期
2 ;[J];;年期
相关硕士学位论文 前1条
1 李楼生;证券背景独立董事对上市公司并购决策和并购溢价的影响研究[D];西南交通大学;2017年
，本文编号：2441917
本文链接：https://www.wllwen.com/jingjilunwen/xmjj/2441917.html
