企业并购中的风险控制:专业咨询机构的作用

Risk Reduction in Mergers and Acquisitions: The Role of Professional Advisors

本文研究了企业如何使用投资银行等专业咨询机构以在并购的整个过程中管理不确定性和控制风险的机制。该研究从交易层面的影响因素出发,指出在并购前信息不对称程度较高,并购企业缺乏用以评价目标企业价值的信息和知识时以及在并购后整合风险较高,并购企业面临各种管理方面的困难时,会更倾向于聘用专业咨询机构,借助其知识与经验控制风险。通过对2004到2010年间中国上市公司509例并购交易数据进行分析,实证结果显示并购企业在跨行业并购、对目标企业缺乏投资经验、外部市场环境恶劣、并购交易规模较大、非全资并购的情况下,更倾向于使用专业咨询机构以控制并购前和并购后的风险。

Mergers and acquisitions have become a global phenom- enon and a popular strategy for firms＇ growth and expansion. And these kinds of strategic actions are risky and require major resource commitment. The acquirers may come with uncertainty coming from both the external environment and the internal situation, and require a variety of knowledge such as financial techniques, capital markets, and transaction structures. This article studies how firms manage uncertainty and control risks in the process of M＆A, and reveals the mechanism for using professional advisors such as in- vestment banks. By focusing on the deal level factors, it is argued that when information asymmetry risk in pre-acquisition phase is high, the acquirers may lack sufficient information and knowledge to evaluate the assets of the target firms; when integration risk in the post- acquisition phase is high, the aequirers may face with managerial difficulties in integrating the two parties and develop- ing new business. Under the above two conditions, the acquirers tend to retain several kinds of professional advisors who have M＆A knowledge and experience to manage uncertainty and control risks. The dataset used covers 509 deals announced by the listed firms in Chinese stock market during the time period of 2004 and 2010. This paper finds that more professional advisors are used in the pre- acquisition and post-acquisition phases if the acquirers have less industrial knowledge about the target firms, have no prior invest- ment in the target firms, conduct transactions in unfavorable market conditions, merge relatively large target firms, and carry out partial acquisitions. The results show that professional advisors such as financial advisors, legal advisors and assets evaluation companies are information providers and M＆A experts, and may help the ac- quirers to reduce uncertainty that may lead to unfavorable acquisi- tion outcomes. So by developing theoretical models and empirical studies, the present paper examines relatively unexplained process of M＆A transactions and improves the understanding of risk man- agement in the acquiring firms.