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。     

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。     

Managers as the bridge: How cultural friction influences the integration of cross-border mergers and acquisitions

Going beyond cultural distance, the present study adopts a more contextualized view of cultural friction to account for the “actual cultural contacts” in cross-border mergers and acquisitions (CBMAs), and meanwhile builds a case-based measure of cultural friction to quantitatively capture the country- and deal-level cultural differences between the acquirer and the target in each CBMA. Differing from the existing research that takes the influence of cultural differences on CBMA performance for granted, we highlight the importance of managers from the acquiring firm by theorizing that cultural friction between the acquirer and the target can shape acquiring managers' choice of managerial practices to complete the managerial tasks during integration, leading to different performance. In particular, we postulate a curvilinear relationship between the cultural friction and CBMA performance. By incorporating regulatory focus theory into our analytical framework, we further hypothesize how this curve is shaped by managers’ regulatory focus, a key motivational trait at the firm management level. Using a sample of 304 completed CBMAs conducted by Chinese listed firms, our empirical results verify the U-shaped relationship between cultural friction and the CBMA integration performance, and suggest that this relationship is flattened by acquiring managers’ prevention focus.     

Ethnicity and homophily effects in US M&As

We show that ethnic diversity of CEOs of merging firms has been increasing and report evidence of ethnic homophily effect in M&As transactions. Specifically, M&As perform better when the CEOs of the merging firms share a common ethnic background. In a sample of 444 US mergers completed between 2000 and 2018, we find that ethnic homophily improves the probability of deal completion. Furthermore, we report mild variation of performance across ethnic groups. White CEOs exhibit better postmerger performance while Asian CEOs instigate a better market reaction (announcement return). Subsequent analyses show that White CEOs tend to have longer tenure and longer experience while Asian CEOs tend to be more transparent. We discuss our findings in light of a few extant theories and show that our findings are robust to several additional tests including instrumental variables, Heckman's selection bias correction, and several variations in the model specifications and definitions of key variables.     

Bandwagon mergers,international competitiveness,and government policy

This paper suggests that while the static welfare losses of merger predilections among Western firms may not be dramatic, they may lead to substantial dynamic losses when merger-prone firms need to compete with firms which instead focus on equipment investment and investments in R&D. It is suggested that such diverging investment priorities have been the real cause of the deteriorating competitiveness of many of the largest Western enterprises vis-à-vis their Japanese rivals. While mergers are generally taken to be determined by either efficiency or monopoly considerations, this paper argues that Western merger predilections are likely to be generated by a combination of imitative and defensive routines as well. That would make it difficult for firms to unilaterally break away from these competitiveness-threatening investments. If correct, this would imply that competition policies would need to be refocused. However, it is also suggested that the implications for international competitiveness should make merger questions a subject of industrial policies too. In that respect, the paper suggests some basic attitudinal changes.Earlier versions of this paper were presented at a Global Forum for Competition and Trade Policy conference in Vienna and at a EUNIP workshop at Åbo Akademi University, Finland. Financial support from the Dutch Ministry of Economic Affairs (contract nos. 54473 and 57305) and the European Commission (contract no. ERB CHRX CT94-0454), research assistance from Michel Renirie and Chee-Wai Chan, and helpful comments from the conference and workshop participants, especially Kurt Bayer and Keith Cowling, are gratefully acknowledged. Only the author is responsible for the contents of, and any flaws in the paper.     

Cross-border mergers and acquisitions with heterogeneous firms: Technology vs. market motives

The most common form of foreign direct investment (FDI) is cross-border mergers and acquisitions (M&A). A common explanation for M&A activity identified in the industrial organization literature is that firms seek technological expertise. However, this has not been examined in the FDI literature. In this paper, I develop and estimate a model of cross-border M&A and focus on the technology seeking explanation. In particular, I develop a general equilibrium model of exporting, greenfield FDI, technology-seeking cross-border M&A, and market-seeking cross-border M&A with heterogeneous firms. The model predicts that firms from a larger country are more likely to acquire in a smaller country when M&A activity is driven by a technology-seeking motive, but the opposite is true when it is driven by a market-seeking motive. Using detailed data on worldwide M&A activity from 1985 to 2007, I find empirical evidence that cross-border M&A activity exhibits behavior consistent with this prediction.     

私募股权投资并购退出模式及策略分析

私募股权投资并购退出是当前国内逐渐兴起的新趋势,既符合市场经济由自由竞争发展到集中整合阶段的客观需求,又具有优化产业结构的时代使命。但并购退出在国内总体还处于萌芽阶段,进一步的发展空间还受到不少限制,本文尝试探索符合国内并购退出的几种模式,并有针对性地提出了发展并购退出的初步策略与建议。     

The role of CEO relative standing in acquisition behavior and CEO pay

In this study, we develop and test a theory of CEO relative pay standing. Specifically, we propose that CEOs with negative relative pay standing status (underpaid relative to comparison CEOs) will engage in acquisition activity, as a self‐interested means of attempting to realign their pay with that of their peers. We further propose that, when CEOs with negative relative pay standing acquire, they will tend to finance those acquisitions more heavily with stock than cash, to mitigate the risk associated with those deals. Finally, we argue that acquisition activity will partially mediate the influence of CEO negative relative pay standing on subsequent CEO compensation increases; however, that pay growth will come primarily in the form of long‐term incentive pay. Our results support our predictions. Copyright © 2014 John Wiley & Sons, Ltd.     

Making sense of new technology during organisational change

This article examines how employees interpret the use of various social media and web 2.0 technologies by managers of an organisation during a merger process. The article explores the way in which managers use technology to give sense to the merger process, the corresponding sensemaking of employees and also how employees make sense of the use of technology itself. The findings show that new media enables the sharing of emotional sense about organisational processes between managers and employees and places employees with different levels of involvement with the process and at different points in the organisational hierarchy on equal footing. In spite of this, employees view the use of technology negatively and feel mastered by the technology itself. In discussing these unintended consequences of the use of this technology, the article further discusses the paradoxes that emerge from using new technology to give sense during organisational change.     

The relevance of political affinity for the initial acquisition premium in cross‐border acquisitions

Research summary : In the context of economic nationalism, we investigate the relevance of political affinity between countries to the initial acquisition premium offered in cross‐border acquisitions. Political affinity is defined as the similarity of national interests in global affairs. We argue that political affinity affects how foreign acquirers anticipate their bargaining position in their negotiations with domestic target firms. With decreasing political affinity, the host government becomes increasingly likely to intervene against foreign firms in an acquisition deal. Consequently, foreign acquirers need to provide a more lucrative initial offer to dissuade target firms from leveraging government intervention to oppose the acquisition. Our prediction is supported by strong evidence that political affinity, as revealed by UN general assembly voting patterns, leads to lower initial acquisition premiums. Managerial summary : Media reports suggest that politics plays an important role in international business transactions. However, we still know very little about how bilateral political relations affect corporate decision‐making. In this article, we analyze the influence of the quality of bilateral political relations on the bidding behavior of foreign acquirers in cross‐border acquisitions. We argue that the host government is more likely to intervene against the foreign acquirer during deal negotiations if the quality of bilateral political relations is poor. A lower political affinity between countries therefore decreases the bargaining power of the acquirer and pushes up the initial bid premium the acquirer has to offer to the local target. Our empirical results confirm our argument. Copyright © 2015 John Wiley & Sons, Ltd.