全球董事会改革与企业并购绩效

Global board reforms and corporate acquisition performance

Journal of Corporate Finance · 2024
被引 5
人大 A-ABS 4

中文导读

基于31国数据,研究发现收购方所在国的董事会改革显著提升了收购方回报,其中董事会独立性改革是主要驱动因素,尤其对代理问题严重的企业效果更强。

Abstract

This paper examines the effect of board reforms on corporate acquisition performance using data from 31 countries. Using a difference-in-differences design, we find that the implementation of board reforms in the acquirer's country significantly increases acquirer returns. The increase is driven by reforms involving board independence, but not reforms involving audit committee independence nor the separation of CEO and board chair roles. Further analysis shows that the uplift in acquisition performance following improvements in board independence is strongest in acquirers with more agency problems. The ‘Board reform strengthening’ effect is concentrated in larger acquirers, with more free cash flows, executing large and public-target deals and operating in countries with ex-ante poor investor protection. The empirical evidence indicates that reforming board independence effectively alleviates agency problems between managers and shareholders and improves corporate acquisition performance.

全球董事会改革收购绩效董事会独立性代理问题