跨国并购执行阶段财务风险研究

改革开放以来,中国经济持续高速增长,国内市场逐步开放,国家对“一带一路”的推进也使越来越多的企业试图通过海外并购的方式扩大其国际市场份额,以此提高企业竞争力。但即便有国家政策的支持,想要完成海外并购依旧是困难重重,因此,系统分析所存在的财务风险并加以控制变成重中之重。论文对跨国并购现状进行概述,随后重点分析在执行阶段所存在的几点财务风险,并提出相应的防范建议。     

State-owned banks in the market for corporate control

We study the pre-deal characteristics of state-owned banks acquiring other companies, relative to their private counterparts. We build a unique international data-set of 3682 deals in the years 2003–2013. Econometric results highlight that those state-owned banks that are acting as acquirers have an ex-ante performance similar to their private benchmarks. The results are driven by the role of development banks. This new finding points to the recent evolution of some types of contemporary state-owned financial players.     

For green or not for green? The effect of cooperation goals and type on environmental performance

Although many scholars have demonstrated that companies engaged in collaborations achieve better environmental performance than other companies, existing studies have not analyzed in depth whether this effect changes considering the characteristics of cooperation. Our paper aims to explore whether collaboration with other companies always has a positive effect on environmental performance or whether it depends on cooperation goals, collaboration type, or company size. Empirical analysis based on a sample of 773 European companies demonstrated that an external source of knowledge is an important way to foster firms' environmental proactivity, especially when environmental goals are shared at the basis of collaboration. Second, we verified that companies involved in JVs with environmental goals achieve greater environmental performance than companies that use M&As to acquire external knowledge. Finally, we demonstrated that it is more important for small companies to be involved in environmental collaboration than larger ones.     

领导干部自然资源资产离任审计与企业绿色并购——来自中国重污染型上市公司的经验证据

基于2011~2017年我国A股重污染型上市公司经验数据，实证检验了领导干部自然资源资产离任审计对企业绿色并购行为的影响，研究发现：领导干部自然资源资产离任审计可显著促进辖区内企业实施绿色并购；而当地区市场竞争程度越高时，越会抑制企业在领导干部自然资源资产离任审计试点实施背景下的绿色并购扩张行为；进一步地，企业绿色并购会显著提高企业价值，且这一影响对并购后当年的企业价值影响最为显著；基于异质性分析方面，领导干部自然资源资产离任审计会约束不同产权性质企业的环境治理行为，促进其采取绿色并购，实施绿色发展；同时领导干部自然资源资产离任审计会更有利于东部地区企业实施绿色并购，而对中西部地区的企业影响不明显。     

The emotions of top managers and key persons in cross-border M&As: Evidence from a longitudinal case study

Building on prior research on emotions in M&A, this paper analyses the post-M&A emotions of top managers and key persons from the acquired company by examining what triggers emotions during the post-acquisition integration stage, and what the consequences of those emotions are. This study applies cognitive appraisal and affective event theories with empirical evidence based on a longitudinal, single case study of an Indian–Finnish acquisition. The main findings imply that M&As are very emotional for top managers and key persons. Our findings reveal that they experience a wide range of positive and negative emotions triggered by individual and company-level triggers. Interestingly various triggers can have different and opposite appraisal outcomes in the short and long-term. In addition, top managers and key persons are often restricted in the range of behavioural outcomes caused by emotions.     

The importance of consumer multihoming (joint purchases) for market performance: Mergers and entry in media markets

Consumer “multihoming” (watching two TV channels, or buying two news magazines) has surprisingly important effects on market equilibrium and performance in (two‐sided) media markets. We show this by introducing consumer multihoming and advertising finance into the classic circle model of product differentiation. When consumers multihome (attend more than one platform), media platforms can charge only incremental value prices to advertisers. Entry or merger leaves consumer prices unchanged under consumer multihoming, but leaves advertiser prices unchanged under single‐homing: Multihoming flips the side of the market on which platforms compete. In contrast to standard circle results, equilibrium product variety can be insufficient under multihoming.     

Influence of acquirer boards on M&A value creation: Evidence from Continental Europe

We examine how the size and the composition of acquirer boards are associated with shareholder abnormal returns for 2,230 M&As made by listed firms in Continental Europe. Although board size proves insignificant, our findings do offer some evidence as to a beneficial effect of board diversity on M&A value creation. Gender diversity appears marginally positively associated with acquirer shareholder abnormal returns. The fraction of foreign directors is in general not significantly positive, unless the rule of law in the acquirer country is weak. Nonetheless, nationality diversity in the board turns out harmful in purely domestic takeovers. The influence of age diversity is marginally positive, yet only in domestic and horizontal takeovers. Next, the fraction of independent directors has a robust positive effect on the acquirer CAR, while directors with multiple board appointments prove valuable especially through preventing firms from pursuing poor takeovers. Finally, CEO duality is detrimental only in industry‐diversifying deals initiated by acquirers that are not controlled by an individual or a family shareholder. Any negative CEO‐duality effect is mitigated when the acquirer‐country rule of law is strong.     

The micro-foundations of strategic ambidexterity: Chinese cross-border M&As,Mid-View thinking and integration management

Chinese cross-border mergers and acquisitions (M&As) display several unique properties in relation to the ways in which their international business operations are organised and managed. Their seemingly puzzling ‘light-touch’ integration approach can be significantly understood from a strategic ambidexterity perspective: on the one hand, the ‘light-touch’ enables the exploitation of the targets’ existing knowledge bases; on the other hand, elements of the ‘light-touch’ facilitate the exploration of the new knowledge arising from the collaboration between targets and acquirers. However, an important theoretical gap remains: why do Chinese companies deploy such a strategic ambidexterity approach in their post-acquisition integrations? This paper aims to fill this gap by proposing Mid-View thinking as a micro-foundation of strategic ambidexterity in integration management from a cultural and philosophical perspective. To illuminate our conceptualization and argument, we conducted qualitative in-depth interviews with CEOs/high-level managers of acquired German companies. Communication approach and organizational control—as two critical aspects in integration management—reveal how Mid-View thinking can serve as a micro-foundation of strategic ambidexterity. We conclude this paper by presenting its theoretical contributions, managerial implications, and future research directions.     

Picking cherries or lemons: A unified theory of cross‐border mergers and acquisitions

This article provides a theoretical framework that enhances understanding of empirical evidence suggesting that international mergers and acquisitions, a key source of foreign direct investment, seemingly target in‐country firms that are at the extremes of the productivity spectrum—either high‐productivity firms, so‐called cherries, or low‐productivity firms, the “lemons.” The framework demonstrates that foreign firms with intermediate inputs seek high‐productivity domestic firms, while foreign firms with managerial expertise seek low‐productivity domestic firms. We also show that because of the difference in available outside options, high‐productivity domestic firms can demand a significantly higher portion of profits in the partnership than low‐productivity domestic firms.     

频繁并购重组与异常审计收费

以2012—2017年A股上市公司为样本，采用异常审计费用衡量审计师对上市公司频繁并购重组的风险溢价，探究企业频繁并购重组与审计师风险溢价收费的关系，研究发现企业频繁并购重组会导致审计师风险溢价提高。从商誉和盈余管理角度探究其路径机制发现，商誉和真实盈余管理是频繁并购重组导致更高审计师风险溢价两个重要中介变量，而应计盈余管理并没有发挥中介作用，即频繁并购重组企业操纵利润的手段倾向于采用真实盈余管理，而非应计盈余管理。