股权激励、企业并购与利润管理

Equity Incentive, M&A and Profit Manipulation

股权激励能否真实有效地缓解上市公司委托代理问题一直是学者们争论的话题。本文以2010—2017年A股上市公司为研究对象,以我国股权激励计划为诱因,考察我国上市公司并购的动因。本文探讨了上市公司在股权激励计划实施期间及计划实施完成后的业绩表现,发现公司业绩在激励计划实施期间表现优异,但是之后,业绩出现大幅度下滑。在股权激励计划实施期间,本文并没有找到公司使用四种传统盈余管理方法——对应计利润、销售额、生产成本与酌情费用操纵的证据。深入研究后发现,在股权激励计划实施期间,公司高管会通过频繁的并购活动来操纵公司当期利润,然而股权激励计划实施完成后,高管不再专注于并购活动对公司当期利润的影响。本文为监管部门有效监管上市公司并购活动提供了理论参考。

Whether equity incentive can effectively alleviate the principal-agent problem of listed companies has been a topic of debate among scholars. This paper takes A-share listed companies from 2010 to 2017 as the research object, and takes China’s equity incentive plans as the incentive to investigate the motivation of listed companies conducting mergers and acquisitions during the implementation of an equity incentive plan in China. This paper discusses the performance of companies implementing incentive plans during and after the implementation of incentive plans. It is found that the performance of a listed company with an equity incentive plan is excellent during the implementation of the plan, but after the completion of the plan, the performance of the company declines sharply and some performance indicators are even lower than those before the plan is implemented. During the implementation of an incentive plan, this paper does not find the existence of the four traditional earnings management methods: manipulating accounting profits, sales, production costs and discretionary expenses. After in-depth research, this paper finds that during the implementation of an incentive plan, a listed company with an incentive plan does more M&A activities. According to our regression analysis, we find that these companies can increase corporate profits through frequently merging and acquiring profitable enterprises, so as to reach the target value of earnings specified in the incentive plan. When conducting M&A activities, executives tend to pay attention to the current profit level of the acquired companies, but ignore their future development. It is found that M&A activities cannot boost these incentive companies’ future earnings.To testify if our conclusions are robust, we set up a control group and a treated group based on the size and industry of the company in the first year before implementing an equity incentive plan. The control group includes companies without an equity incentive plan during our sample period and the treated group includes companies with at least one equity incentive plan during our sample period. When we conduct a regression analysis in the two groups, we find that compared to the control group, the number of mergers and acquisitions in the treated group during the implementation of an equity incentive plan has a positive marginal contribution to corporate profits. We then change a different income index and repeat the main test, finding the same result.The conclusions in above tests prove that our conclusions in the main tests are stable.Further research shows that such an irrational M&A behavior can be mitigated in companies with total holdings of senior executives greater than or equal to 20%.In companies with higher total holdings of senior executives, top managers are more cautious about merger and acquisition activities. In companies with total holdings of senior executives greater than or equal to 20%, the M&A activity and divestiture activity are less frequent than those in companies with total holdings of senior executives less than 20%.These happened because a top manager with ownership of his or her own listed company greater than or equal to 5% cannot become the equity incentive object in this company according to the administration rules of equity incentive plans. As a result, a top manager with ownership greater than or equal to 5% has the incentive to supervise other equity incentive objects and curb their irrational behaviors if there is an equity incentive plan in this listed company. This test also constitutes our mechanical test.Compared to non-state-owned incentive companies, state-owned incentive companies carry out more frequent merger and divestiture activities during the implementation of an equity incentive plan, and a larger number of companies acquired during the implementation of a plan by incentive listed firms are spun off in a short time. Companies with a higher proportion of institutional investors pay more attention to the current profit level of the companies acquired during the implementation of equity incentive plan, and their merger, acquisition and divestiture activities are much more frequent than those activities in companies with low institutional ownership, which shows that institutional investors do not have the ability to identify the motivation of mergers and acquisitions in these incentive companies. This paper provides a theoretical basis for the regulatory authorities to effectively supervise the M&A activities of listed companies.