并购交易中的信息传递机制研究——基于业绩承诺的视角

由于并购具有金额大与标的资产质量难以辨别等特点，如何在并购交易中降低交易风险一直是学术界持续关注的话题。文章以中小板和创业板公司2015年至2016年审核通过的并购事件为样本，从业绩承诺视角探讨市场对于并购重组交易契约中信息传递机制的看法。研究表明，市场会对业绩承诺这一信息传递机制予以积极反应，业绩承诺越乐观，并购方在公告期间的超额收益越大。进一步研究发现，在非关联并购、投资者专业化程度较低或财务信息更稳健的情况下，业绩承诺所带来的财富效应更明显。文章以业绩承诺为切入点，为学术界了解如何降低并购交易中的信息风险提供了重要的视角与经验证据。

Research on the Mechanism of Informationt Ransfer in M&A: Based on the Perspective of Performance Commitment

Merger and acquisition is one of the most important decision for an enterprise to seek its development path. Owing to the uncertainty and large transaction amount, lots of studies focus on how to reduce risk in these transactions and this topic is still controversial. It is generally believed in existing literature that the information asymmetry in the transaction is an important reason accounts for the inefficiency of M&A. Specifically, due to the highly professional of the valuation of underlying assets, acquirers often cannot accurately identify the intrinsic value of the target enterprise and make lots of efforts to reduce the potential problems of adverse selection and moral hazard in these transactions. Therefore, how to eliminate the information asymmetry among different parties and explore effective mechanisms to improve the efficiency of M&A become strongly significant in the related studies. Performance commitment, as a kind of promise, is originally introduced in these transactions to reduce the information asymmetry between buyers and sellers. The essence of performance commitment is a kind of contract mitigating uncertainty in future, which is mainly used in financing or merger agreement. Since the seller may suffer compensation costs due to performance commitments in the future and the probability of the aforesaid costs occurring to sellers with poor quality of the underlying asset is significantly higher than that with good quality, from this perspective, sellers can convey the information that the underlying asset will perform well in the future to the acquirer through performance commitment, so as to reduce the risk of adverse selection caused by information asymmetry. Nevertheless, with the increasing popularity of performance commitment, the problem of inflated asset pricing caused by this system leads to the common controversy in stock market. Therefore, the effects of performance commitment on the effectiveness and efficiency of M&A and the factors influencing these effects are still unsolved in the existing empirical study. Base on the discussions above, this paper investigates the market reaction to the information transfer mechanisms in the M&A transaction contract in the perspective of performance commitment by using the method of event study. Using the sample of M&A among medium and small sized board and growth enterprises during the period approved by CSRC from 2015 to 2016, this paper shows that stock market responds positively to the performance commitment. The more optimistic the performance commitment, the more significant the excess return on the announcement date of the performance commitment. Furthermore, the wealth effects due to performance commitment are more remarkable in the subgroups of unrelated party M&A, firms with less sophisticated investors and more conservative accounting. This paper adds to the discussion on how to reduce the information risk in M&A transactions by providing the evidence on the role of performance commitment, which is commonly used in practice. Results in this paper show that the performance commitment results in positive wealth effect to the shareholders of the acquirers, which provides evidence on the market value management behavior of M&A.