经理人相对绩效评价与企业并购行为:理论与实证

Relative Performance Evaluation and Mergers and Acquisitions:Theory and Empirical Evidence

本文通过构建寡头市场竞争模型对经理人相对绩效评价(RPE)如何影响企业并购行为进行理论分析。结果表明,在其他条件不变的情况下,RPE实施与强度的增加将抑制具有协同效应的并购行为。市场竞争程度的上升可以减弱这种负面作用。实证研究中,本文利用国务院国有资产监督管理委员会2006年与2008年发布的中央企业绩效评价管理改革的文件作为企业实施相对绩效评价的外生事件,对RPE影响企业并购的效果进行双重差分估计。与理论模型的结论一致,实证研究发现RPE抑制了国有企业并购行为的发生,同时国企并购对提升公司价值的积极作用随着RPE的实施与强度的上升有所减弱。基于股权激励的公司治理手段以及行业竞争程度的上升可以减弱这种抑制作用。本文为当前国有企业经理人绩效考核机制设计及其经济后果提供了理论分析与经验证据。

Relative performance evaluation(RPE)is an evaluation design in which the principal rewards or punishes an agent based on his or her performance relative to the performance of his or her peers.RPE is widely used in practice.In China,the State-owned Assets Supervision and Administration Commission of the State Council(SASAC)issued compendiums in 2006 and 2008 mandating the use of RPEs in evaluating the executives of state-owned enterprises(SOEs),with the aim of promoting manager-shareholder incentive alignment.Although some researchers have posited that RPEs can enhance managers' incentives to increase shareholder wealth by promoting risk sharing and incentive alignment,the real economic consequences of RPEs warrant further research.Studies have examined the effects of RPEs on various corporate decisions,including CEO compensation,CEO turnover,industry competition,and firms' strategic accounting disclosure.This study extends the seminal work of Salent et al.(1983)in this area and examines the impact of RPEs on corporate merger and acquisition(M&A)decisions,a particular form of corporate investment.Specifically,we examine the impact of RPEs on corporate M&As in an oligopolistic model setting.In the model,an agent s utility is assumed to be a function of the firm's profit and that of its rivals.Thus,managers' merger decisions are linked to the firm's relative performance.We document that RPEs can result in an agent s utility being affected by M&A decisions in four ways.First,the synergy effect improves the merged entity s performance and increases the agent's utility.Second,the internalized competition between the merging firms benefits the merged firm and increases the agent's utility.Third,the positive externality effect on the non-merged firms from reduced competition may damage the merged firms performance and decrease the agent's utility.Finally,the positive externality to the non-merged firms decreases the agent's utility because of the RPE.As a result,we find that ceteris paribus,implementing and strengthening RPE lower the probability of M&As with synergy effects,and that increased market competition attenuates this effect.In the empirical part,we examine the two executive evaluation reforms of Chinese SOEs issued by SASAC in 2006 and 2008,which emphasize the importance of RPEs.We treat the reforms as two quasi-natural experiments and use a difference-in-differences approach to examine the impact of RPEs on corporate M&A decisions.We use listed A-share firms in China from 2000 to 2013 as our sample.Data on M&As and the firms' financial statements are obtained from the China Stock Market&Accounting Research database.Consistent with our theoretical predictions,our estimation results show that the executive compensation reforms of Chinese SOEs in 2006 and 2008 reduce the probability of M&As for SOEs and that this negative effect is mitigated by increased market competition.For SOEs,the positive effect of corporate M&As on firm value is reduced with the implementation and strengthening of RPEs.We also find that the introduction of stock-option-based executive compensation mitigates the negative effect of RPEs on corporate M&As.Our study makes two contributions to the literature.First,we demonstrate a potential channel through which RPEs can have a negative impact on corporate M&As with possible synergy effects.Second,we explore the economic consequences of the implementation of RPEs and provide useful insights and policy implications for the executive compensation reform of Chinese SOEs.Our results suggest that RPEs should not be implemented in industries with a low degree of market competition,as they may have adverse effects on M&As with synergy effects.Therefore,removing the barriers to entry for industries with a low degree of market competition would help alleviate the problem of RPEs leading to insufficient effective M&As.Our findings thus provide valuable and constructive insights for regulators seeking to reform the executive compensation system by aligning manager-shareholder incentives in SOEs in China.