證券背景獨立董事對上市公司并購決策和并購溢價的影響研究
發(fā)布時間：2019-03-16 20:01
【摘要】：兼并收購是企業(yè)提升綜合實力的一種重要戰(zhàn)略選擇,這種策略可以快速擴大企業(yè)生產(chǎn)經(jīng)營規(guī)模,提高市場份額,使公司的業(yè)績在短時期內(nèi)有質(zhì)的提升。自高層梯隊理論提出以來,相繼有學(xué)者探究高管團隊特征與公司并購之間的潛在聯(lián)系,研究已經(jīng)得出很豐富的結(jié)論。前輩們研究的對象大多是公司董事、總裁、總經(jīng)理、財務(wù)總監(jiān)等對具有直接管理經(jīng)營權(quán)的人群,他們與公司、大小股東都存在利益關(guān)系,而本文的研究對象為證券背景獨立董事,他們一般與公司的大小股東、管理者、董事會并無直接的利益關(guān)系,與公司的直接受益人產(chǎn)生利益沖突的幾率很小,從這個角度來看,本文研究證券背景獨立董事是否可以促進公司實施并購活動,是否能使公司在并購活動中受益,可以很客觀、真實的反映獨立董事能否發(fā)揮顧問、咨詢作用。本文將證券背景的獨立董事定義為曾經(jīng)或者正在證券公司擔(dān)任高級職位的獨立董事。我們認(rèn)為證券背景的獨立董事以他們專業(yè)知識和社交網(wǎng)絡(luò)的優(yōu)勢可以從兩個方面使公司在并購活動中收益。一方面,他們憑借任職過程中積累的社會網(wǎng)絡(luò)資源,可以給公司提供更多的信息,比如潛在并購目標(biāo)及其詳細(xì)的經(jīng)營現(xiàn)狀、財務(wù)狀況等;另一方面,證券背景獨立董事的信息優(yōu)勢和專業(yè)技能還可以幫助企業(yè)在并購談判中獲得更有利的條款,最直接的就體現(xiàn)在更低的并購溢價上。本文對2006-2015年A股上市公司共17059個樣本進行實證研究,發(fā)現(xiàn)了證券背景獨立董事對公司并購活動有積極影響。為確保數(shù)據(jù)的全面性,我們對獨立董事簡歷信息缺失的進行手工收集補全。逐一核對獨立董事簡歷信息,手工挑選出符合條件的證券背景獨立董事。我們分別從并購概率和并購溢價兩個方面驗證了證券背景獨立董事對企業(yè)并購行為的影響,研究發(fā)現(xiàn)上市公司聘用證券背景的獨立董事更容易實施并購行為,從行業(yè)分類上看,采礦業(yè)、制造業(yè)、建筑業(yè)、交通運輸業(yè)、信息技術(shù)服務(wù)業(yè)、房地產(chǎn)業(yè)等行業(yè)的證券背景的獨立董事可以更顯著的提高并購概率。此外,從整體上看證券背景的獨立董事可以適當(dāng)降低并購溢價,但是在統(tǒng)計上并不顯著。但本文進一步研究發(fā)現(xiàn),證券背景的獨立董事在小規(guī)模的并購行為中可以顯著地幫助企業(yè)以更低的溢價完成并購。而在大規(guī)模并購行為中,企業(yè)更傾向聘請專業(yè)的財務(wù)顧問機構(gòu),而忽視證券背景獨立董事的咨詢職能。
[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.
【學(xué)位授予單位】：西南交通大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F271;F271
本文編號：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.
【學(xué)位授予單位】：西南交通大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F271;F271
【相似文獻】
相關(guān)期刊論文 前2條
1 宋淵洋;唐躍軍;左晶晶;;CEO特征與國際化戰(zhàn)略——來自中國制造業(yè)上市公司的證據(jù)[J];中大管理研究;2009年03期
2 ;[J];;年期
相關(guān)碩士學(xué)位論文 前1條
1 李樓生;證券背景獨立董事對上市公司并購決策和并購溢價的影響研究[D];西南交通大學(xué);2017年
，本文編號：2441917
本文鏈接：http://sikaile.net/jingjilunwen/xmjj/2441917.html
最近更新
教材專著
