放松卖空管制能够抑制并购商誉泡沫吗?

Can Relaxing Short Selling Constraints Inhibit M&A Goodwill Bubbles?

本文以我国放松卖空管制作为切入点,系统检验了其对并购商誉泡沫的影响。研究发现,放松卖空管制之后,超额商誉显著下降,同时商誉资产也显著下降,且该效应在民营控股公司中更显著;机制检验发现,卖空通过吸引更多分析师跟踪、增加对管理者的激励来抑制商誉泡沫;进一步研究发现,在市场化水平较高、行业竞争度较低的情形下,卖空机制对商誉泡沫的抑制作用更强。本文的研究结论丰富了卖空和并购商誉领域的文献,并为以市场导向原则化解并购商誉泡沫提供了新思路和新范式。

Goodwill bubbles generated by the M&A boom have recently become an important financial risk factor.The economic consequences of such a bubble for listed firms and the capital market as a whole have raised concerns among shareholders and regulatory authorities.Thus,preventing goodwill bubbles has attracted much attention from practitioners and academics.Managers are deeply involved in the entire M&A process,directly participating in the formulation and implementation of M&A plans and being the main decision makers in the selection and valuation of M&A targets.Therefore,managers’motivation directly impacts M&A,including the scale and amount of goodwill.Principal-agent theory holds that agency conflicts in M&A activities cause executives to pay more attention to their private interests at the expense of shareholder wealth created by M&A activities.Furthermore,the existence of agency problems drives executives to rely on their information and decision-making advantages to increase the frequency and scale of M&A and even pay a higher premium to complete M&A,which leads to the overestimation of goodwill.This leads to the question of how to prevent goodwill bubbles.In addition to internal control quality and external auditing,the innovation of basic market mechanisms is required to restrain goodwill valuation bubbles.The implementation of a margin trading mechanism is an innovation in China’s stock market and opens the door to short selling.Research on short selling predominantly focuses on two areas.The first is the effect of short selling on the liquidity,stability,and efficiency of stock prices.The second is the effect of short selling on corporate financial decisions,such as earnings management,investment policy,and firm innovations.Studies generally indicate that short selling has the function of price discovery and can be an effective external corporate governance mechanism that reduces earnings management,improves the efficiency of corporate investment,and enhances innovation expenditure and output.However,few studies have investigated whether short selling can restrain the formation of goodwill bubbles caused by M&A decisions.We explore the effect of short selling on M&A goodwill bubbles using a sample of Chinese A-share listed firms from 2007 to 2017.Our findings are as follows:(1)After lifting the short-selling constraint,excess goodwill significantly declines and goodwill assets also decline,which indicates that the short-selling transaction mechanism significantly inhibits goodwill bubbles;(2)The restraining effect of short selling on the M&A goodwill bubble is stronger for private enterprises than for state-owned enterprises;(3)Short selling can restrain goodwill bubbles through channels such as increased analyst coverage and increased managerial incentives;(4)The effect of short selling on goodwill bubbles is more pronounced for firms in regions with more developed financial intermediaries or lower industry competition;(5)Short selling improves stock price efficiency by restraining goodwill bubbles;(6)Short selling increases firm profitability.Our study makes three main contributions to the literature.First,this article based on the deregulation of short selling in the capital market,provides new ideas for how to suppress an M&A goodwill bubble,and contributes to the literature by examining the effect of short selling on goodwill bubbles.Second,as an external governance mechanism,the short-selling transaction mechanism plays an effective governance role in M&A decisions.Studies examine the governance effect of the short-selling transaction mechanism based on the performance of M&A but ignore the impact of short selling on goodwill valuation bubbles,which are an important invisible economic consequence of M&A.Thus,we fill a research gap in this new field.Third,we find that short selling can restrain goodwill bubbles through channels such as increased analyst coverage and increased managerial incentives,which has implications for policymakers to improve the structure of China’s capital market and protect the interests of investors.