反收购强度与企业人力资本结构演变——基于中国资本市场的实证发现

Anti-takeover Intensity and Enterprise Human Capital Structure:An Empirical Analysis Based on Listed Companies in China

为了抵御敌意收购,越来越多的上市公司修改公司章程设置反收购条款。本文基于手工收集的上市公司章程中的反收购条款并构建企业层面的反收购强度指标,以2011—2019年A股上市公司为样本,研究反收购强度对企业人力资本结构的影响。研究发现:反收购强度对人力资本结构的影响呈U形关系,即反收购强度较低时会显著抑制企业人力资本结构提升;而当反收购条款强度超过临界值时则会对企业人力资本结构提升带来促进效应。机制检验发现,当企业的反收购强度较低时,管理层短视行为占据主导地位,进而抑制人力资本结构的提升;当反收购强度超过临界值之后,反收购“壁垒”减弱了企业被收购的威胁,有助于提升员工的工作满意度,减少人才流失;此外,反收购强度提高也会促使企业更加专注于长远发展,从而加大人力资本投入,调整提升人力资本结构。进一步研究发现,反收购强度对企业人力资本结构的影响存在企业类型和产权性质的差异。

M&A is an important function of the capital market and an important force in the external governance of companies.Market-oriented M&A and restructuring is conducive to"revitalizing the stock of listed companies,improving quality and efficiency,and transforming development".Especially in the context of the full implementation of the registration system for stock issuance in China in early 2023,the M&A and restructuring of listed companies in the A-share market has become more active.In order to resist malicious takeovers,more and more listed companies have added anti-takeover clauses by amending their articles of association.According to data from Juchao Information Network,more than 2,000 A-share listed companies added or amended anti-takeover clauses in their articles of association between 2015 and 2022 to enhance the intensity of anti-takeover.By setting up anti-takeover clauses,listed companies have increased the cost of acquirers,reduced the threat of hostile takeovers,and ensured their long-term stable development.The existing studies on the impact of anti-takeover clauses on corporate governance and investment decisions are mainly divided into two views:the"long-term value creation"hypothesis and the"management rift effect"hypothesis.The former suggests that anti-takeover clauses promote high quality management to invest more actively in long-term innovation projects;the latter suggests that anti-takeover clauses make management more likely to prefer personal interests over corporate investment strategies,thus reducing the value of the firn.It can be seen that there is no unanimity in the academic community on the topic of how anti-takeover clauses affect corporate decision making and value.For micro enterprises,talent is the first resource,innovation is the first driving force,and human capital is the fundamental support for enterprises to achieve innovation-driven and high-quality development.Therefore,from the perspective of high-level human capital of enterprises,this paper constructs firm-level anti-takeover intensity indicators from anti-takeover clauses in the manually collected articles of association of listed companies to study the impact of anti-takeover intensity on the structure of human capital of enterprises,taking A-share listed companies from 2011-2019 as a sample.It is found that the impact of anti-takeover intensity on human capital structure has a U-shaped relationship,i.e.,anti-takeover intensity significantly inhibits the enhancement of corporate human capital structure when it is low,while it has a boosting effect on the enhancement of corporate human capital structure when the intensity of anti-takeover provisions exceeds a critical value.The mechanism test finds that when the intensity of anti-takeover is low,the short-sightedness of management dominates,which inhibits the improvement of human capital structure;when the intensity of anti-takeover exceeds the threshold,the anti-takeover"barrier"reduces the threat of acquisition,which helps to improve the job satisfaction of employees and reduce the brain drain.In addition,an increase in the intensity of anti-takeover will also encourage companies to focus more on long-term development,thus increasing human capital investment and adjusting the human capital structure.Further study found that the impact of anti-takeover intensity on human capital structure varies by firm type and nature of ownership.The marginal contributions of this paper are mainly as follows:first,this paper enriches the research on anti-takeover clauses by manually collecting and organizing and establishing a database of anti-takeover clauses of listed companies from 2011-2019,and for the first time,the impact of anti-takeover clauses on the behavioral decisions of corporate employees and employee hiring from the perspective of human capital structure on the basis of constructing anti-takeover intensity indicators of listed companies;second,The findings of this paper indicate a U-shaped relationship between anti-takeover clauses and corporate human capital,and the robustness of the results of this paper is verified by the number of recent wars in each city and the number of anti-takeover clauses in neighboring companies collected manually as instrumental variables of anti-takeover intensity,which provides useful exploration for subsequent empirical studies on anti-takeover clauses to alleviate the endogeneity problem;third,this paper further explores the channels of the impact of anti-takeover clauses on human capital structure from the perspectives of employee satisfaction,human capital investment and management short-sightedness,and the findings indicate that the long-term stable development of enterprises is an important factor influencing the internal human capital structure,which not only provides corresponding internal logic and empirical evidence for how enterprises can realize talent-intensive enterprises,but also provides a useful tool for China's regulatory authorities to improve the legal system of anti-takeover clauses,the function of capital market and perfect the modern enterprise system with Chinese characteristics.