摘要
中国企业海外并购的规模逐年上升,但是,并购的长期业绩却出现了下滑的迹象。原有的财务金融视角已经无法完全解释经营业绩的下降,需要回归并购的决策主体进行研究。本文从管理者有限理性的角度出发,基于行为财务理论,分析了上市公司董事会过度自信对企业国际并购绩效的影响,并结合组织学习理论,分别从并购的文化差异和董事的海外经历两个角度,进一步探讨了国际并购中对管理者过度自信行为负向影响的调节作用。实证结果表明,董事会的过度自信对企业国际并购绩效具有显著的负向影响,但并购双方文化距离和董事会成员海外经历可以显著降低该作用。因此,并购目标的选择和公司治理结构的变化能够抑制董事会过度自信带来的决策偏误,这为完善董事会决策机制提供了证据。
With the scale expansion of Chinese enterprises＇ international M＆A, the long-term performance of M＆A has shown declining signs. Since the traditional financial perspective has been unable to fully explain the de- cline in operating results ,we need to return to decision-making subject to research. Classical financial theory holds that the behavioral subject is rational and judged according to the principle of risk-return in decision-making. The research of behavioral finance has shown that manager is always more or less bounded rational, leading to the inabil- ity to fully comply with traditional financial decision-making principles and making business decisions deviate from optimal choice, thereby undermining corporate value. Overconfidence is considered to be the most robust finding of the manager＇s psychological bias, which displays the feature of ＂overestimating the benefits, underestimating the risk＂. Unlike managers with empire-building preferences, who consciously disregard shareholders＇ interests, overcon- fident CEOs believe they are maximizing value. Scholars have already demonstrate overconfident managers may over- pay for target companies and undertake value-destroying mergers for they overestimating their ability to generate re- turns. However, as the higher uncertainty and complexity in international mergers and acquisitions, the role of over- confidence in international M＆A has not being fully uncovered. Based on the theory of organizational learning and behavioral finance, this paper focuses on the impact of the board of director＇s overconfidence on the long-term performance in international mergers and acquisitions, so as to further studies how to reduce the adverse effects of overconfidence. The paper argues that overconfident managers are likely to make lower-quality international M＆A due to the overestimation of future returns from acquisitions. However,compared to the rational managers, overconfident managers are more willing to study new plans, and they are more likely to learn advanced knowledge in the M＆A which have a long culture distance and improve the M＆A performance. Besides, the overseas experience of the directors may also correct the cognitive devi- ation from overconfidence in the international M＆A for their standing of overseas operation. To test these theoretical propositions, the paper uses the data of listed companies in Shanghai and Shenzhen Stock Exchanges in China which have successfully implemented international mergers and acquisitions from the year 2006 to 2014, and use the board of directors＇ voluntary holding of the stock as the proxy of managers＇ overconfidence. The empirical results show that the board＇s overconfidence has a significantly negative impact on the international M＆A performance. A further re- search shows that the cultural distance between the two sides and the overseas experience of the board members can significantly reduce the negative effect. The result of the research demonstrate that the manager＇s psychological bias have a significant impact on the international M＆A performance which supplement the study of overconfidence in the field of international mergers and acquisitions. Overconfidence provides an alternative interpretation of agency problems in firms and of the origin of private benefits. Thus, standard incentive contracts and traditional corporate governance are unlikely to correct their sub-optimal decisions. Furthermore, the results also shed light on M＆A prac- tices and organizational design. The results show that the choice of M＆A target and the change of corporate govern- ance structure can reduce the decision-making bias caused by the overconfidence of the board, which provides evi- dence for perfecting the decision-making mechanism of the board of directors. This research explores the impact of managers＇ irrational factors and improves international M＆A performance from the perspectives of psychological characteristics, the choice of target companies and corporate governance, which breaks through the scope of original financial point of view to explain the performance of mergers and acquisi- tions, complementing the changes of situation and the personnel characteristics. The findings also enrich the behavior of financial theory and practice content.
出处
《经济管理》
CSSCI
北大核心
2017年第12期73-88,共16页
Business and Management Journal ( BMJ )
基金
国家社会科学基金项目"人民币双边波动新常态下货币政策与汇率政策的冲突与协调研究"(15BJY156)
教育部人文社会科学基金项目"金融业双向开放推动下中国外汇市场压力的聚集与释放及风险预警研究"(16YJA790023)
吉林大学哲学社会科学青年学术领袖培育计划"人民币汇率市场化形成机制及制度模式研究"(2015FRLX16)
关键词
董事会过度自信
文化距离
董事海外背景
国际并购绩效
the board＇s overconfidence
cultural distance
overseas background of directors
internationalM＆A performance
