控制权私利下并购成功悖论形成机制研究

Based on Private Benefits of Control Perspective to Study the Success of Mergers and Acquisitions Paradox Formation Mechanism

并购成功悖论一直困绕着企业并购理论与实务界。本文从控制权私利视角研究了成功悖论形成机制,得到三点结论:一是无论激励为主还是自利为主的控制权私利均有利于控制权人,因而,控制人控制的企业会积极实施并购;二是在自利为主的控制权私利下,并购必然不利于中小股东利益,因而主并方并购绩效为负值;三是以激励为主的控制权私利下,并购并不必然有利于中小股东,提升大小股东共有收益,并保证中小股东得到应有收益份额才有利于改善并购绩效。主并方并购绩效多为零或负值说明制度上重新设计以保障提升共有收益更符合控制权人利益是必要的。

The success paradox has been puzzling the enterprise M＆A theory and practice for a long time. This article based on the perspective of the private benefits of control studied success paradox formation mechanism, and got three conclusions： First, no matter incentive based or selfinterest based consisting main ly of private benefits of control, it can be advantageous to people having the right of control, therefore, the company will actively implement M＆A; Second is in the selfinterest of private benefits of control, M＆A is not conducive to medi um and small shareholders interest, so the performance of merging enterprises is negative; Third is to stimulate mainly private benefits of control, M＆A is not necessarily conducive to minority shareholders. Shareholders increase public bene fits is to improve the performance of mergers and acquisitions. The fact that the performance of merging enterprises is zero or negative implies that it is neces sary to redesign the system to enhance the total revenue sharing in line with the controlling interest.