对赌协议是兴奋剂抑或长效药——基于标的公司财务绩效的时间结构检验

Is Valuation Adjustment Mechanism A Stimulant or A Long-Acting Drug——Time Structure Test of Target Firms’ Financial Performance

为检验对赌协议经济后果的时间结构,(1)构建了理论推导模型,并以2010—2019年A股上市公司的并购交易事件为样本进行了实证分析。结果发现,尽管签订对赌协议有助于在对赌前期提升标的公司的财务绩效,且承诺增长率越高,对赌第一年相对于对赌前的绩效提升作用越强,但这种激励作用随着时间推移会逐渐减弱,且承诺增长率越高,业绩实现情况越差。对赌结束后,标的公司的财务绩效将会下滑,若在对赌期内不能较好地完成对赌协议,则对赌结束后的业绩下滑问题将更为严重。结果表明,对赌协议具有时间结构效应,仅在对赌期初效果较好,随后会逐渐减弱,直至对赌结束后消失。

In order to test the time structure of the economic consequences of valuation adjustment mechanism(VAM), this paper constructed a theoretical derivation model, and took the M&A transactions of A-share listed companies from 2010 to 2019 as a sample to make an empirical analysis. The results found that, signing the VAM was conductive to the improvement of the financial performance at the earlier stage for target firms, and higher committed growth rate may lead to a stronger promoting effect in the first year. However, there was a gradually weakening trend for this incentive function, and then higher committed growth rate may cause a worse performance. What is more serious is that, target firm’s financial performance would decline after the VAM ended, and the downward trend may be more serious if the VAM hasn’t been accomplished well. So the conclusions were as follows. The VAM had a time structure effect, and played a significant role only at the beginning of the commitment period. Then the effect showed a gradually downward trend, and finally disappeared completely when the VAM ended.