非国有董事治理积极性能抑制国企并购商誉泡沫吗——来自董事会投票的经验证据

选取2013~2020年A股国有上市公司的经验数据，以非国有董事投非赞成票行为代理其治理积极性，研究非国有董事治理积极性与国企并购商誉泡沫的关系。研究发现：非国有董事治理积极性的提升不仅能够显著降低超额商誉，还能够显著降低商誉减值的计提比例以及商誉减值的发生概率，即非国有董事通过"用手投票"积极治理有效抑制了国企并购商誉泡沫。进一步研究非国有董事治理积极性发挥抑制效应的影响路径发现，非国有董事治理积极性可以通过降低代理成本和缓解信息不对称来显著抑制国企并购商誉泡沫。研究结论为持续推进混合所有制改革，充分发挥非国有董事"用手投票"的积极作用，提升国企并购效果提供了有益启示。

Does the Non-state-owned Directors’ Enthusiasm for Governance Inhibit the Goodwill Bubble of State-owned Enterprises’ Mergers and Acquisitions-Empirical Evidence from Voting by the Board of Directors

Select the empirical data of A-share state-owned listed companies from 2013 to 2020, and uses non-state-owned directors to vote non-yes to represent their governance enthusiasm to study the relationship between non-state-owned directors' governance enthusiasm and the goodwill bubble of state-owned enterprise mergers and acquisitions. The study found that the improvement of non-state-owned directors' enthusiasm for governance can not only significantly reduce excess goodwill, but also significantly reduce the provision ratio of goodwill impairment and the probability of goodwill impairment. Governance effectively curbed the goodwill bubble of state-owned enterprise mergers and acquisitions. Further research on the influence path of non-state-owned directors' governance enthusiasm to exert the inhibitory effect found that non-state-owned directors' governance enthusiasm can significantly inhibit the goodwill bubble of state-owned enterprise mergers and acquisitions by reducing agency costs and alleviating information asymmetry. The research conclusions provide useful inspiration for continuing to promote mixed ownership reform, giving full play to the positive role of non-state-owned directors in "voting by hand", and improving the effect of state-owned enterprise mergers and acquisitions.