股票支付与并购业绩承诺:协同还是合谋?

Stock Payment and Performance Commitments in M&A Transactions:Coordination or Collusion?

近年来并购业绩承诺制度引发的并购乱象凸显,尤其在承诺期满后,商誉减值和业绩“变脸”的现象频现,引起了学术界和实务界的广泛关注。业绩承诺需要并购双方的紧密配合,相对于现金支付,股票支付将并购双方的利益紧密联系在一起。本文将研究区间拓展到承诺期以外,以2008-2018年由非金融上市公司发起且业绩承诺期届满的并购事件为研究样本,探讨股票支付对业绩承诺兑现效果的影响。研究发现:相较现金支付,当并购交易中含有股票支付时,更有可能兑现业绩承诺,但一旦过了业绩承诺期,尤其是承诺期满后的第一年,其更可能发生商誉减值与公司业绩的大幅下滑。此外,本文发现这一现象更多发生在标的公司精准达标的并购交易中以及两权分离的上市公司中。拓展性研究发现,采用股票支付的上市公司更有可能在承诺期内进行盈余管理,并且其大股东在业绩承诺期和承诺期完成后的一年内,更有可能减持股票。由此可知,股票支付未能发挥正向的绑定作用,反而促使并购双方合谋进行市值管理。本文的研究结论在丰富并购支付和业绩承诺相关文献的同时,对于监管者、公司及投资者也具有一定的启示意义。

M&A transactions serve as an important way for the capital market to support the development of the real economy.The effective regulation of its market order is also an important issue for the overall development of the financial system,risk prevention,as well as the transformation and upgrading of the real economy.Since 2008,the CSRC has required listed companies to negotiate performance commitments with their target companies in M&A transactions,with the original policy intent of restraining the target company's opportunistic behavior due to its information advantage through this contractual arrangement,which could help protect the interests of M&A-related parties and promoting the healthy and sustainable development of the M&A activities.However,in M&A market,the performance commitment has contributed to the high commitment,high M&A premium and high goodwill.A serious concern was the high incidence of non-compliance with performance commitments,and the phenomenon of severe impairment of goodwill and changes in performance of the M&A parties after the expiration of the commitment period,which seriously infringe on the rights and interests of minority shareholders.In such a context,performance commitments in M&A transactions have attracted widespread attention from both scholars and practitioners.Performance commitment requires close cooperation between the targets and bidders of M&A transactions.Compared to cash payment,stock payment ties the interests of both parties in M&A transactions together more closely.Unlike the existing literature that focuses on the performance commitment period,this paper innovatively extends the sample period to beyond the commitment period to further explore the role of the stock payment in influencing the performance commitments in M&A transactions.Specifically,we use the M&A transactions initiated by non-financial listed companies with performance commitments whose commitment period has expired from 2008-2018 as our research sample.Based on this,we find that,compared with M&A transactions that involve only cash payments,firms are more likely to complete M&A performance commitments when they use stock-based payments.However,we find that once the performance commitment period has expired,especially in the first year after the expiration of the commitment period,they are more likely to bring about goodwill impairment.The goodwill impairment is more likely to occur once the commitment period has expired,especially in the first year after the expiration of the commitment period,and leads to a significant decline in the listed company's performance.In addition,this paper finds that this phenomenon occurs more often in M&A transactions in which the target firm meets its profit targets precisely and in listed companies with a high degree of separation of cash flow rights and control rights.Further analysis shows that listed companies using stock-based payments are more likely to engage in earning management during the commitment period,and their large shareholders are more likely to sell their stocks during the performance commitment period and within one year after the completion of the commitment period.Overall,our results suggest that stock-based payments do not play a positive binding role,but rather become an accomplice in the collusion of M&A parties in market valuemanagementand planting atimebomb forM&Aperformance.Our study enriches the literature on M&A payments by adopting agency theory to providing a new perspective to analyze the strategic motives and economic consequences behind the choice of M&A payment method.Our paper also further expands the sample period from the commitment period to beyond the commitment period,thus extending the studies on the influencing factors of M&A performance commitment.Moreover,our findings help to deepen our understanding of the performance commitment chaos in China's M&A market,and has important guidance for the authorities to further improve the institutional arrangement and supervision of M&A performance commitment.We also provide important implications for investors to comprehensively and rationally understand the relation between M&A payment methods and M&A performance commitmentarrangements.