【作者】 杜玉鹏；

【导师】 赵息；

【作者基本信息】 天津大学 ， 会计学， 2010， 博士

【摘要】 由于制度背景不同,基于西方成熟资本市场上发展起来的并购理论并不完全适用于我国资本市场的实际。国有产权的制度缺陷、国有企业放权让利改革的推进,使得其管理层权力不断提高,进而导致国有企业产生了较为严重的“内部人控制”问题。然而,管理层权力的集中和责任的增加并没有为其带来相匹配的报酬。责、权、利的不对等,大大激发了管理层的机会主义动机,导致企业并购行为的异化。中国国有企业的并购实践需要寻求新的理论解释。本文突破单纯研究并购动因或并购绩效的局限,而是引入管理层权力,打开国有企业并购的“黑箱”,按照“国有产权制度缺陷——管理层权力的形成——企业并购中管理层的机会主义行为——并购的财务效应”这条主线,将管理层权力、企业并购、并购绩效以及管理层薪酬有机结合起来,剖析我国国有企业并购“成功悖论”的内在机理,以期为各相关部门制定政策提供理论与经验证据。本文以?2004-2006?年间发生并购的?784?家国有控股上市公司为对象,首先研究了管理层权力对企业并购行为的影响,然后考察了国有企业的并购财务效应,最后将管理层权力、企业的并购财务效应和管理层薪酬协同研究,以探寻三者之间的内在联系。研究发现,管理层权力与企业并购规模和并购次数正相关,管理层权力越大,越有可能推动企业发生并购,特别是当管理层连任后,企业并购行为将会大幅增长。而并购财务效应的实证显示,样本公司并购后两年与并购当年相比没有显著提高,且并购后两年与并购后一年相比显著下降,说明当前国有企业的并购活动未能提高企业的财务绩效,国有企业的并购财务效应还处于较低水平。进一步研究发现,管理层薪酬与并购财务效应存在非线性关系,管理层薪酬的增长幅度大大超过并购所取得的绩效,且管理层权力与薪酬正相关;实证研究还发现,国资委实施的激励考核办法为管理层的机会主义行为提供了可能,与并购业绩的变化相比,管理层薪酬的变化与公司规模的扩大和企业员工增加更相关,表明管理层权力集中,使其有能力和动机游说政府和董事会进行企业并购,并依据激励考核办法提高自身薪酬和控制权收益。论文建议未来应密切关注管理层权力以及企业并购中管理层的机会主义行为,健全公司治理机制,完善激励考核办法,合理引导企业管理层,并对国有企业并购加强管理。更多还原

【Abstract】 Due to different institutions, the theories of Mergers and Acquisitions (M &) which were based on western developed capital markets can not be completely applied to China’s. The State-owned enterprises confronted a much more serious "insider control" issue with the rising management power which owning to institutional defects and reforms of decentralization and interest concessions in the past years. The concentration of power and the increase of responsibilities have not brought management corresponding recompense. So, the unequal of power, responsibility and interest greatly inspired the opportunistic motives of management which lead to alienation of M &. The M & practice of Chinese state-owned enterprises need a new theory.This dissertation broke through the limitation of simply studying motivation and performance, brought management power to M & studying and opens the "black box" of Chinese state-owned enterprises M & activities. It followed the main line of "Institutional limitation of state-owned property - The formation of management power - An opportunistic act of management in M & - The financial effect of M & ". With the purpose of providing theoretical and empirical evidence for the relevant departments to make policy, it combined management power, executive compensation, M & and its performance and analysis the inherent mechanism of“success paradox " of Chinese state-owned enterprises M & activities.In this dissertation, 784 state- holding listed companies were selected as study subject in which mergers and acquisitions occurred between 2004 and 2006. It first studied the impact of management power to mergers and acquisitions, then examined the financial effects of mergers and acquisitions of state-owned enterprises, and finally collaboratively studied management power, financial effects of mergers and acquisitions and management compensation to explore the inherent connection between the three. It is found that the management power correlated positively with the number and the scale of mergers and acquisitions. That is the greater management power, the more likely an enterprise mergers and acquisitions occurs, especially when the management are reappointed. However, the evidence showed, after two years of M &, that the financial performance of sample enterprises had no significant increase compared with the M & year. Furthermore, the performance after two years is lower than after one year. This indicated that current state-owned enterprises mergers and acquisitions failed to improve the enterprise’s financial performance, and the financial effect was still in the lower level. Further study found that the relationship between financial effect of mergers and acquisitions and executive compensation is nonlinear, executive compensation far exceeded the performance achieved by mergers and acquisitions, and management power and executive compensation is positive correlation. Empirical study also found the implementation of incentive assessment methods of SAC (State-owned Assets Supervision and Administration Commission) provided the possibility for the management to choose opportunistic behavior. The change of management compensation is more relevant with the enlargement of company and the increase of employees than with the performance of M &. It is shown that, with the concentration of management power, management has ability and motivation to lobby the government and the board of directors to mergers and acquisitions, and improve their own salaries and control benefits according to assessment methods.The dissertation suggested that management power and their opportunistic behavior in mergers and acquisitions should be under observation in the future. We should strengthen corporate governance mechanism, perfect motivation and assessment system reasonable guide the management of enterprises, and strengthen the management of state-owned enterprises mergers and acquisitions.更多还原