业绩承诺协议设置、私募股权与上市公司并购绩效

Performance Commitment Provisions, Private Equity and M&A Performance

业绩承诺协议近年逐渐成为推动上市公司并购重组完成的重要契约安排,但实践中仍存在业绩承诺协议无法履行甚至条款变更的情况。本文基于信息不对称理论,以2011-2015年A股市场签订业绩承诺协议的境内并购事件作为研究样本,检验业绩承诺协议及其条款设置对上市公司并购绩效的影响。研究发现,与未签订业绩承诺协议的并购事项相比,签订业绩承诺协议的并购事项中,上市公司并购绩效显著更好,即业绩承诺协议的签订显著提升了上市公司并购绩效。在业绩承诺协议条款设置上,业绩承诺门槛与上市公司并购绩效呈显著正相关关系;与补利润的条款相比,补对价的条款对上市公司并购绩效的影响显著更好;与现金补偿的条款相比,股份补偿的条款对上市公司并购绩效的影响显著更好。进一步研究发现,标的方原股东包含私募股权机构,可降低业绩承诺协议设置与上市公司并购绩效的显著正向关系。本研究丰富了并购重组的理论视角,不仅为理解业绩承诺协议如何产生特定经济后果揭示了关键的作用机制,也为上市公司在并购重组过程中业绩承诺协议方案设计及多样化合约条款的应用提供了借鉴。

In recent years,the performance commitment is widely used in the process of M&A events of listed companies and has gradually become an important contractual arrangement to facilitate the completion of M&A events of listed companies in China. However,there are still cases where the performance commitment cannot be fulfilled or even the terms are changed,which has received widespread concern.Based on the information asymmetry theory, this paper takes the domestic M&A events in China that have been completed and signed the performance commitment from 2011to 2015as the research sample,to examine the impact of performance commitment and its provisions on M&A performance of listed companies.The study found that compared with the M&A events without the performance commitment,the M&A performance of listed companies is significantly better when the target companies have signed the performance commitment,that is,the signing of the performance commitment significantly improved the M&A performance of listed companies.In terms of the provisions of the performance commitment,the performance threshold has a significant positive correlation with the M&A performance of listed companies;Compared with the terms of the replenishment profit,the terms of the transaction price has a significantly better impact on the M&A performance of listed companies;Compared with the terms of cash compensation,the terms of the equity compensation have a significantly better impact on the M&A performance of listed companies.Further research found that the original shareholders of the target companies include private equi- ty institutions can reduce the significant positive correlation between performance commitment provisions and M&A performance of listed companies.The results of this paper not only enrich the theoretical perspective of M&A,reveal the key mechanism for understanding how the performance commitment produces specific economic consequences,but also provides references for the further application of performance commitment provisions and the application of diversified contract terms in the process of M&As of listed companies.