董事高管责任保险对超额商誉的影响

Research on the Influence of Directors'and Officers'Liability on Excess Goodwill

我国资本市场商誉规模庞大、频繁发生计提巨额商誉减值的问题,给正常的资本市场秩序埋下重大隐患。而D&O保险作为新兴的外部治理工具,预期会影响管理者在并购过程中对超额商誉的确认。本文使用2007—2019年中国沪深A股非金融行业上市公司的数据,实证检验D&O保险对超额商誉的影响。研究发现:D&O保险发挥监督效应,能够显著降低超额商誉;D&O保险对超额商誉的抑制通过提高内部控制质量得以实现;D&O保险作为外部监督补偿机制,在外部监督较弱(非国际四大或国内十大审计、分析师跟踪人数少、机构投资者持股比例低)的情况下,对超额商誉的抑制作用更加显著。

In recent years,the issue of high-premium mergers and acquisitions and the huge amounts of goodwill impairment has gradually attracted the attention of investors in the capital market.This issue has also become one of the important financial risk factors on a global scale.The scale of goodwill in China's capital market is huge,and the problem of large amounts of goodwill impairment frequently occurs,which adds risks to the capital market and cause systematic financial risks.As an emerging external governance tool,D&O insurance is expected to affect managers'confirmation of excess goodwill.Based on this,this article uses the data of China's non-financial companies listed in Shanghai and Shenzhen A-share markets from 2007 to 2019 to empirically test the impact of D&O insurance on excess goodwill.The research results of this article are as follows:D&O insurance can significantly suppress excess goodwill;D&O insurance suppresses excess goodwill mainly through the improvement of the internal control quality;As an external supervision mechanism,D&O insurance has a more significant effect on excess goodwill when a firm does not hire Big Four audit firms to audit its annual reports,has few analysts following or has a lower percentage of institutional investors'ownership.