并购中目标CEO个人利益的重新谈判

Renegotiations of Target CEOs' Personal Benefits During Mergers and Acquisitions

Contemporary Accounting Research · 2017
被引 4
人大 A-FT50ABS 4

中文导读

研究了并购中目标CEO控制权变更福利的重新谈判,发现其更符合有效契约而非寻租行为,且与合并后业绩正相关。

Abstract

ABSTRACT Many view large payments following mergers or acquisitions as excessive and evidence of rent extraction. Using additional disclosures required by the SEC since 2006, I hand‐collect details of preexisting change in control ( CIC ) provisions in employment agreements and CIC benefits granted to target CEO s during mergers. I find that CIC benefits are renegotiated in approximately 50 percent of my sample. I then investigate whether renegotiation of CIC benefits tends to be opportunistic, or, instead, evidence of efficient contracting. The overall evidence is more consistent with efficient contracting. This contrasts prior research that focuses solely on certain components of CIC benefits, such as employment in merged firms or merger bonuses. I find that changes in CIC benefits are positively associated with the CEO 's horizon, as would be predicted by efficient contracting, but only limited evidence that changes in CIC benefits are positively associated with proxies for CEO power, as would be predicted by rent extraction. Acquiring firm shareholders interpret increases in target CEO s' CIC benefits as evidence of rent extraction, although I find that the merged firm's post‐merger performance is positively associated with changes in CIC benefits. This result is more consistent with acquiring firms providing target CEO s increased CIC benefits to complete mergers and realize synergies than with value‐reducing rent extraction.

控制权变更条款CEO个人利益并购谈判效率契约