股权制衡、并购信息披露质量与主并公司价值——基于中国上市公司的模型与实证研究

Stock Ownership's Check-and-Balance,M&A Disclosure Quality and Acquiring Firm Value:Model and Empirical Research Based on Chinese Listed Companies

本文通过模型构建与实证检验相结合的方式,考察了股权制衡对并购信息披露质量以及主并公司价值的影响。研究结果显示,股权制衡能够显著改善并购信息披露质量,同时提升主并公司的价值。并且,由于控股股东在并购活动中一贯采用不共谋策略,使得股权制衡对主并公司价值的正面促进作用,不受大股东之间股权性质异同的影响,能够保持良好的稳定性。研究还发现,公司规模,盈利能力,独立董事比例以及股权集中度与并购信息披露质量显著正相关,资产负债率与并购信息披露质量显著负相关,增加独立董事比例和采用关联并购方式都有利于主并公司价值的增长。

Disclosing high-quality information of a listed company is beneficial to its stock liquidity and capital cost reduction, and the increase of firm value. However, in view of the relatively concentrated ownership structure in Chinese listed companies, it＇s not easy to disclose high-quality information. In a company with concentrated ownership structure, big shareholders are able to impose significant influence on operational performance and financial decisions. Therefore, the opportunism behavior of the controlling shareholder tends to happen in such companies. The controlling shareholders may abuse their controlling power to channel company＇s resource to outside parties. To protect self-interest, the controlling shareholders have the motive to increase information asymmetry between themselves and other stakeholders, and lacks incentive to disclose true information to the public. When the controlling shareholder makes a merger ＆ acquisition （M＆A） decision with the intention of concealing true information, the quality of information disclosure cannot be guaranteed. To manipulate the M＆A activity, some controlling shareholders may even falsify information. Since the quality of disclosure information is critical to the accurate assessment of the acquiring firm＇s value, it is important to study this subject and find ways to improve the quality of disclosure information in M＆ A activities. Some scholars argue that in the arrangement of having more than one big shareholder control the company, the big shareholders will enhance mutual supervision in order to protect their own interests. On that condition, the controlling shareholder will pay a high price for the tunneling strategy, and thereby its expropriation behavior will be restrained effectively. Consequently, the check-and- balance mechanism established on the base of big shareholdings will probably increase the information disclosure quality and the acquiring firm value. To prove the proposition, this paper investigates the relationships between the check-and-balance of stock ownership, the M＆A disclosure quality and the acquiring firm value via the method of combining model establishment and empirical test. Empirical results show that check-and-balance of stock ownership will significantly improve the M＆A disclosure quality, and increase the acquiring firm value. Because of the controlling shareholder＇s consistent non-colluding strategy in M＆A, the positive effect of check-and-balance on the acquiring firm value is able to hold up without changing according to big shareholders＇ ownership properties. Our research also finds that firm size, earning power, independent director proportion and ownership concentration all have a strongly positive correlation with the M＆A disclosure quality. However, debt-to-asset ratio has a significantly negative correlation with it. Increasing the proportion of independent directors and adopting related-party M＆A are beneficial to the acquiring firm＇s value.