Abstract
In this paper, we employ board monitoring mechanisms and within-firm governance variables to investigate the operating performance of 340 mergers and acquisitions in China over the 2004–2011 period. Our results document a significant deterioration in post-acquisition operating performance of acquiring firms over 12–36 months. We find independent directors, managerial shareholding, ownership concentration have a positive and significant impact on operating performance of acquiring firms. However, the related party transactions exert a negative and significant effect on matched control adjusted ROA. Further analysis of our sub-sample indicates that privately owned enterprises are better monitors compared to the state owned enterprises.
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Notes
Under comparison group 1 (that is, size), we estimate the operating performance by compare the difference between sample firm and control firm matched by size.
\( AOP_{i,t}^{L} = P_{i,t} - CP_{i,t}^{2} \)
Under comparison group 2 (that is, book to market ratio), we estimate the operating performance by compare the difference between sample firm and control firm matched by book-to market ratio.
\( AOP_{i,t}^{L} = P_{i,t} - CP_{i,t}^{3} \)
Failure of internal governance of firms may activate an external control device – called market for corporate control first conceptualized by Manne (1965). This market involves takeovers of firms that have failed to make most efficient use of their resources and/or engaged in agency problem.
References
Allen F, Qian J, Qian M (2005) Law, finance, and economic growth in China. J Financ Econ 77:57–116
Amihud Y, Lev B (1981) Risk reduction as a managerial motive for conglomerate mergers. Bell J Econ 12(Autumn):605–617
Anderson CA, Anthony RN (1986) The new corporate directors. Wiley, New York
Anderson CW, Becher DA, Campbell I, Terry L (2004) Bank mergers, the market for bank CEOs, and managerial incentives. J Financ Intermed 13:6–27
Ang JS, Ding DK (2006) Government ownership and the performance of government-linked companies: the case of Singapore. J Multinatl Financ Manag 16:64–88
Barber BM, Lyon JD (1996) Detecting abnormal operating performance: the empirical power and specification of test statistics. J Financ Econ 41:359–399
Betrand O, Betschinger MA (2012) Performance of domestic and cross-border acquisitions: empirical evidence from Russian acquirers. J Comp Econ 40:413–437
Bhabra HS, Huang J (2013) An empirical investigation of mergers and acquisitions by Chinese listed companies 1997–2007. J Multinatl Finan Manag 23:186–207
Bliss RT, Rosen RJ (2001) CEO compensation and bank mergers. J Financ Econ 61:107–138
Boateng A, Bi XG (2014) Acquirer characteristics and method of payment: evidence from Chinese mergers and acquisitions. Manag Decis Econ 35:540–554
Boateng A, Wang Q, Yang T (2008) An analysis of strategic motivation and performance of cross-border mergers and acquisitions in China. Thunderbird Int Bus Rev 50:259–270
Booth L, Aivazian V, Demirguc-Kunt A, Maksimovic V (2001) Capital structures in develo** countries. J Finance 56:87–130
Buck T, Filatotchev I, Wright M, Zhukov V (1999) Corporate governance and employee ownership in economic crisis: enterprise strategies in the former USSR. J Compart Econ 27:459–660
Byrd J, Hickman K (1992) Do outside directors monitor managers. J Financ Econ 32:195–221
Carver J (1990) Boards that make a difference. Jossey-Bass, San Francisco
Chen Q, Chen X, Schipper K, Xu Y, Xue J (2012) The sensitivity of corporate cash holdings to corporate governance. Rev Financ Stud 25:3610–3644
Cheung Y, **g L, Rau R, Stoutaitis A (2006) Tunneling, prop**, and expropriation: evidence from connected party transactions in Hong Kong. J Financ Econ 82:343–386
Chira I, García-Feijóo L, Madura J (2016) When do managers listen to the market? Impact of learning in acquisitions of private firms. Rev Quant Finance Account. doi:10.1007/s11156-016-0599-4
Choi JJ, Park SW, Yoo SS (2007) The value of outside directors: evidence from corporate governance reform in Korea. J Financ Quant Anal 42:941–962
Chow CKW, Fung MKY (1998) Ownership structure, lending bias, and liquidity constraints: evidence from Shanghai’s manufacturing sector. J Comp Econ 26:300–316
Chung H, Judge WQ, Li Y-H (2015) Voluntary disclosure, excess executive compensation and firm value. J Corp Finance 32:64–90
Claessens S, Djankov S (1999) Ownership concentration and corporate performance in the Czech Republic. J Comp Econ 27:498–513
Claessens S, Djankov S, Lang L (2000) The separation of ownership and control in East Asian corporations. J Financ Econ 58:81–112
Clark K, Ofek E (1994) Mergers as a means of restructuring distressed firms: an empirical investigation. J Financ Quant Anal 29(4):541–565
Core JE, Holtthausen RW, Larcker DF (1999) Corporate governance, Chief Executive Officer compensation and firm performance. J Financ Econ 51:371–406
Core JE, Guay WR, Rusticus TO (2006) Does weak governance cause weak stock returns? An examination of firm operating performance and investors’ expectations. J Finance 61:655–687
Dahya J, Karbhari Y, **ao JZ (2003) The usefulness of the supervisory board report in Chna Corp Gov. Int Rev 11:308–321
DeLong G, DeYoung R (2007) Learning by observing: information spillovers in the execution and valuation of commercial bank M&As. J Finance 62:181–216
Demirguc-Kunt A, Maksimovic V (1999) Institutions, financial markets and firm debt maturity. J Financ Econ 54:295–336
Denis D, McConnell JJ (2003) International corporate governance. J Financ Quant Anal 38:1–36
Dharwadkar R, George G, Brandes P (2000) Privatization in emerging economies: an agency theory perspective. Acad Manag Rev 25:650–669
Dickerson AP, Gibson HD, Tsakalotos E (1997) The impact of acquisitions on company performance: evidence from a large panel of U.K. firms. Oxf Econ Pap 49:344–361
Du M, Boateng A (2012) Cross-border mergers and acquisitions by emerging market firms: a review and future direction. J Entrep Perspect 1(2):24–54
Du M, Boateng A (2015) State ownership, institutional effects and value creation in cross-border mergers and acquisitions by Chinese firms. Int Bus Rev 24:430–442
Du M, Boateng A, Newton D (2016) The impact of state ownership, formal institutions and resource seeking on acquirers’ returns of Chinese M&A. Rev Quant Finance Account 47:159–178
Duchin R, Matsusaka JG, Ozbas O (2010) When are outside directors effective? J Financ Econ 96:195–214
Edamura K, Haneda S, Inui T, Tan X, Todo Y (2014) Impact of Chinese cross-border outbound M&As on firm performance: econometric analysis using firm level data. China Econ Rev 30:169–179
Fama EF, Jensen MC (1983) Separation of ownership and control. J Law Econ 26:301–325
Finkelstein S, D’Aveni RA (1994) CEO duality as a double-edged sword: how boards of directors balance entrenchment avoidance and unity of command. Acad Manag J 37:1079–1108
Firth M, Fung PMY, Rui OM (2006) Firm performance, governance structure and top management turnover in a transitional economy. J Manag Stud 43:1289–1330
Ghosh A (2001) Does operating performance really improve following corporate acquisitions? J Corp Finan 7:151–178
Goranova M, Dharwadkar R, Brandes P (2010) Owners on both sides of the deal: mergers and acquisitions and overlap** institutional ownership. Strateg Manag J 31:1114–1135
Grossman SJ, Hart OD (1986) The costs and benefits of ownership: a theory of vertical and lateral integration. J Polit Econ 94:691–719
Gubbi S, Aulakh P, Ray S, Sarkar MB, Chittoor R (2010) Do international acquisitions by emerging economy firms create shareholder value? The case of Indian firms. J Int Bus Stud 41:397–418
Hagendorff J, Collins M, Keasey K (2010) Board monitoring, regulation and performance in the banking industry: evidence from the market for corporate control. Corp Gov Int Rev 18:381–395
Hair JF, Black WC, Babin BJ (2010) Multivariate data analysis: a global perspective. Pearson, Upper Saddle River, NJ
Hall B, Liebman J (1998) Are CEOs really paid like bureaucrats? Q J Econ 113:653–691
Hartford J (1999) Corporate cash reserves and acquisitions. J Finance 54:1969–1997
Healy PM, Palepu KG, Ruback RS (1992) Does corporate performance improve after mergers? J Financ Econ 31:135–175
Hermalin B, Weisbach M (1991) The effects of board composition and direct incentives on firm performance. Financ Manag 20(4):101–112
Hillman J, Dalziel T (2003) Board of directors and firm performance: integrating agency and resource dependency perspectives. Acad Manag Rev 28:383–396
Hitt M, Harrison J, Ireland RD, Best A (1998) Attributes of successful and unsuccessful acquisitions of US firms. Br J Manag 9:91–114
Jensen M (1986) Agency costs of free cash flow, corporate finance, and takeovers. Am Econ Rev 76:323–329
Jensen MC, Meckling WH (1976) Theory of the firm: managerial behavior, agency costs, and ownership structure. J Financ Econ 3:305–360
Jian M, Wong TJ (2010) Prop** and tunneling through related party transactions. Rev Account Stud 15:70–105
Jiang G, Lee C, Yue H (2010) Tunneling through inter-corporate loans: The China evidence. J Financ Econ 98:1–20
Judge WQ, Douglas TJ, Kutan AM (2008) Institutional antecedents of corporate governance legitimacy. J Manag 34:765–785
Kang E, Zardkoohi A (2005) Board leadership structure and firm performance. Corp Gov Int Rev 13:785–799
Khanna T, Palepu K (2000) Is group affiliation profitable in emerging markets? An analysis of diversified Indian business groups. J Finance 55:867–891
Khanna T, Rivkin JW (2001) Estimating the performance effects of business groups in emerging markets. Strateg Manag J 22:45–74
Knowledge@Wharton (2007) Corporate governance in India: Is an independent director a guardian or a burden? India Knowledge@Wharton, February 8, 2007. www.knowledge.wharton.upenn.edu/india/article.cfm?articleid=4157. Accessed 13 Oct 2013
La Porta R, Lopez-de-Silanes F, Shleifer A (1998) Law and finance. J Polit Econ 106:1113–1155
La Porta R, Lopez-de-Silanes F, Shleifer A (1999) Corporate ownership around the world. J Finance 54:471–517
Lin JY, Cai F, Li Z (1998) Competition, policy burdens, and state-owned enterprise reform. Am Econ Rev 88:422–427
Liu GS, Sun P (2005) The class of shareholdings and its impacts on corporate performance: a case of state shareholding composition in Chinese public corporations. Corp Gov Int Rev 13:46–59
Loughran T, Ritter JR (1997) The operating performance of firms conducting seasoned equity offerings. J Finance 52:1823–1850
Mallette P, Fowler KL (1992) Effects of board composition and stock ownership on the adoption of poison pills. Acad Manag J 35(5):1010–1035
Manne H (1965) Mergers and the market for corporate control. J Polit Econ 73:110–120
Masulis RW, Wang C, **e F (2007) Corporate governance and acquirer returns. J Finance. 62:1851–1889
McConnell JJ, Servaes H (1990) Additional evidence on equity ownership and corporate value. J Financ Econ 27:595–612
Millstein IM, MacAvoy PW (1998) The active board of directors and improved performance of the large publicly traded corporation. Columbia Law Rev 98:1291–1299
Morck R, Shleifer A, Vishny R (1988) Management ownership and market valuation: an empirical analysis. J Financ Econ 20:293–315
Morck R, Shleifer A, Vishny RW (1990) Do managerial objectives drive bad acquisitions. J Finance 45:31–48
Morck R, Wolfenzon D, Yeung B (2005) Corporate governance, economic entrenchment, and growth. J Econ Lit 43:655–720
Murphy KJ (1999) Executive compensation. In: Ashenfelter O, Card D (eds) Handbook of labor economics 3. North Holland, Amsterdam
Pearce J, Zahra S (1992) Board composition from a strategic contingency perspective. J Manag Stud 29:411–438
Peng M (2004) Outside directors and firm performance during institutional transitions (in China). Strateg Manag J 25:453–471
Peng WQ, Wei KCL, Yang Z (2010) Tunneling or prop**: evidence from connected transaction in China. J Corp Finan 17:306–325
Pi L, Timme SG (1993) Corporate control and bank efficiency. J Bank Finance 17:515–530
Pilloff SJ (1996) Performance changes and shareholder wealth creation associated with mergers of publicly traded banking institutions. J Money Credit Bank 28:294–310
Poncet S, Steingress W, Vandenbussche H (2010) Financial constraints in China: firm-level evidence. China Econ Rev 21:411–422
Qi D, Wu W, Zhang H (2000) Shareholding structure and corporate performance of partially privatized firms: evidence from listed Chinese firms. Pacific-Basin Finance J 8:587–610
Qian M, Yeung B (2015) Bank financing and corporate governance. J Corp Finance 32:258–270
Rahman RA, Limmack RJ (2004) Corporate acquisitions and the operating performance of Malaysian companies. J Bus Finan Acc 31:359–400
Rajagopalan N, Zhang Y (2008) Corporate governance reforms in China and India: challenges and opportunities. Bus Horiz 51:55–64
Ramaswamy KP, Waegelein JF (2003) Firm financial performance following mergers. Rev Quant Finance Account 20:115–126
Ramaswamy K, Li M, Veliyath R (2002) Variations in ownership behavior and propensity to diversify: a study of the Indian corporate sector. Strateg Manag J 23:345–358
Ravenscraft D, Scherer FM (1987) Life after takeover. J Ind Econ 36:147–156
Ravenscraft DJ, Scherer FM (1989) The profitability of mergers. Int J Ind Organ 7:101–116
Rhoades DL, Rechner PL, Sundaramurthy C (2001) A meta-analysis of board leadership structure and financial performance: are “two heads better than one”? Corp Gov Int Rev 9:311–319
Sharma DS, Ho J (2002) The impact of acquisitions on operating performance: some Australian evidence. J Bus Finance Account 29:155–200
Shleifer A, Vishny RW (1986) Large shareholders and corporate control. J Polit Econ 94:461–488
Shleifer A, Vishny RW (1988) Value maximization and the acquisition process. J Econ Perspect 2:7–20
Shleifer A, Vishny RW (1997) A survey of corporate governance. J Finance 52:737–783
Singh DA, Gaur AS (2009) Business group alliliation, firm governance and firm performance: evidence from China and India. Corp Gov Int Rev 17:411–425
Sirower ML (1997) The synergy trap: how companies lose the acquisition game. Free Press, New York
Stahl GK, Voigt A (2008) Do cultural differences matter in mergers and acquisitions? A tentative model and examination. Organ Sci 19:160–176
Sun Q, Tong WHS (2003) China share issue privatization: the extent of its success. J Financ Econ 70:183–222
Wang J (2007) The strange role of independent directors in a two-tier board structure of China’s listed companies. Comp Reg J 3:47–55
Wei Z, **e F, Zhang S (2005) Ownership structure and firm value in China’s privatized firms: 1991–2001. J Financ Quant Anal 40:87–108
Xu X, Wang Y (1999) Ownership structure and corporate governance in Chinese stock companies. China Econ Rev 10:75–89
Young MN, Peng MW, Ahlstrom D, Bruton GD, Jiang Y (2008) Corporate governance in emerging economies: a review of the principal-principal perspectives. J Manag Stud 45:197–220
Yung KK (2001) Foreign acquisitions and managerial discretion. Rev Quant Finance Account 16:53–63
Zhou B, Guo J, Hua J, Doukas AJ (2015) Does state ownership drive M&A performance? Evidence from China. Euro Financ Manag 21:79–105
Acknowledgement
The authors would like to thank Professor C-F Lee, the Journal’s editor, and the two anonymous reviewers for their insightful comments. We also acknowledge the financial support from National Natural Science Foundation, Zhejiang, China: project ID: LQ12G020025.
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Appendix: Variable definitions
Appendix: Variable definitions
Variable | Definition/measurement |
---|---|
Acquirer cash holding | Acquirer’s cash and cash equivalent scaled by total assets |
Acquirer leverage | Ratio of total liabilities to total noncash assets |
Acquirer price run-up | Acquirer price run-up (pre-event 12 month BHAR) |
Acquirer size | Acquire market capitalization (in billions) at year end prior to acquisition announcements |
Acquirer Tobin Q | Acquirer Tobin’s Q at year end prior to acquisition announcements |
Cash payment | A dummy variable that equals one when payment is 100% cash and zero otherwise |
CEO duality | A dummy variable that equals one if CEO and chairman are the same person and zero otherwise |
Independent director | Percentage of independent directors on the board of directors |
Managerial ownership | Percentage shares of firm held by managerial team of acquirers prior to acquisition announcements |
Relatedness | Acquirer and target are in same CSRC industry |
Related party transaction | Number of related party transaction over previous 12 month, See (Chen et al. 2012) |
Shareholder concentration | Percentage shares held by top 5 shareholders |
Transaction value | Deal transaction value scaled by acquirer total assets prior to acquisition announcements |
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Boateng, A., Bi, X. & Brahma, S. The impact of firm ownership, board monitoring on operating performance of Chinese mergers and acquisitions. Rev Quant Finan Acc 49, 925–948 (2017). https://doi.org/10.1007/s11156-016-0612-y
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DOI: https://doi.org/10.1007/s11156-016-0612-y