反收购条款设立会影响公司创新吗?

Does the Establishment of Antitakeover Provisions Affect Corporate Innovation?

随着我国控制权市场被激活,上市公司面临外部收购的隐形压力逐渐增加。为了维护公司控制权稳定以及业务活动不受干扰,上市公司有强烈动机设置反收购条款。本文利用手工搜集的上市公司反收购条款样本数据,实证检验了反收购条款与公司创新之间的关系。研究结果表明,反收购条款对公司创新产出具有正向驱动效应。中介机制分析表明,反收购条款通过提高管理层风险承担水平,进而增加公司创新产出数量。进一步研究发现,当股票流动性较强、管理层薪酬较高以及管理层权力较大时,反收购条款对创新产出的促进作用更加明显。本文还发现,反收购条款设立最终有利于公司长期价值提升。本文研究有助于深化对国内上市公司设立反收购条款行为本质的认识,同时也为立法机构顶层设计反收购条款提供了启示。

In the face of the threat of hostile takeover,the management of Chinese listed companies have set up antitakeover provisions to maintain the stability of corporate control.According to the agency theory,antitakeover provisions are set out of the self-interest motive of managers,and will weaken the disciplinary role of control market,breed the opportunistic behavior of managers,and let shareholders bear the additional agency costs.On the other hand,the stewardship theory believes that strengthening the defense ability is conducive to reducing the risk of the transfer of corporate control,better ensuring the occupational safety of managers,encouraging managers to give full play to the spirit of“stewardship”and making suggestions for the long-term development of the company.As an emerging market country,the construction of China’s capital market system is not perfect,and the degree of development of the control market is relatively backward,what will be the effect of the implementation of antitakeover provisions?Chinese academic circles do not pay enough attention to this,resulting in academic research seriously lagging behind the regulatory practice.Under the background that China pays attention to the high-quality development of the capital market,can the antitakeover provisions help enterprises to innovate for a long time?It is a topic rarely studied in China and worthy of in-depth study.This paper empirically examines the relationship between antitakeover provisions and enterprise innovation.The study finds that the establishment of antitakeover provisions by Chinese listed companies helps to activate the momentum of management innovation and significantly increase the number of patents.The analysis of intermediary mechanism shows that antitakeover provisions is conducive to enhance the level of risk-taking of management,and then improves the amount of innovation output.Heterogeneity grouping test shows that when listed companies have stronger stock liquidity,higher management compensation and greater management power,the positive relationship between antitakeover provisions and innovation output is more obvious.Finally,this paper also finds that the antitakeover provisions will eventually enhance the long-term value of the company.This study will not only help to deeply understand the nature of the behavior of antitakeover provisions set up by Chinese listed companies,but also add new empirical evidence for regulatory authorities to distinguish the pros and cons of antitakeover provisions.The possible contributions of this paper include:(1)most Chinese scholars have analyzed the impact of antitakeover provisions on shareholders’rights from the perspective of law,but few scholars have explored the economic consequences of antitakeover provisions from the perspective of corporate governance.This paper analyzes the economic consequences of antitakeover provisions from the perspective of corporate innovation,which makes up for the lack of Chinese literature to a certain extent.(2)with regard to the influence of antitakeover system on corporate innovation,the views of foreign literature can be divided into inhibition view and promotion view.As an emerging capital market country,the completeness of China’s legal system and the developed degree of the control market are different from those of the mature capital market,and this environmental difference may affect the implementation effect of the antitakeover provisions.For this reason,this paper uses the sample data of listed companies in emerging capital markets(China)to study the impact of antitakeover provisions on corporate innovation,in order to add new empirical evidence for the above disputes.(3)when studying the impact of antitakeover provisions on corporate innovation,the existing literature ignores the effect of stock liquidity,executive incentive and executive power on the relationship between them,and lacks the analysis of intermediary mechanism.For this reason,this paper makes a further supplement to this.