本文首次研究了中国公司进行海外并购能否促进其自身公司治理的改善。研究发现,目标公司所在国家投资者保护水平越高,起源于普通法系,股东权利保护更好时,并购公司完成海外并购后,公司治理在QFII持股比例、十大审计和董事长总经理两职合一等三个方面得到改善。具体表现为,中国公司完成海外并购后,QFII持股比例显著增加,更可能选择规模大的会计师事务所进行审计,董事长和总经理两职合一显著下降。同时,与此相一致,本文发现公司并购后的投资效率提升和现金持有降低。本文研究结果表明,并购方吸收和学习被并方先进公司治理也是跨国并购协同效应的一个来源,具有重要的理论价值和现实意义。
Firms not only obtain the resource, technology and market dominance through cross-border merger and acquisitions, but also learn how to run the firm and get experience in corporate governance from the targets. However, the improvement in governance of bidder firms is influenced to some extent by the difference between the institutional environments of both sides and extant literature is silent on the linking of corporate governance of bidders to the gap of institutions between two sides. This study initially considers the effect of state-level investor protection of target on the corporate governance of Chinese acquirer firms. Using a difference-in-differences approach, we find that when the target is from the country with stronger investor protection, the common law legal heritage, the better shareholder rights Drotectinnthe Chinese bidders voluntarily bootstrap to the better-governance regime of target by comparing Chinese cross-border acquirers to matching firms. After the completion of cross-border merger and acquisitions, the Chinese bidders have internal impetus and external responsibility to improve the corporate governance. We show that the governance of Chinese acquirers is improved significantly at least in three aspects, i.e. institutional monitoring, audit quality and change of internal governance structure. Specifically, these firms have the high level of QFII shareholdings, less CEO duality and more likely to choose top 10 auditors. Consistent with the effect of bootstrap, further analysis also reveal that these firms enhance the investment efficiency and lower their cash holdings in post cross-border merger and acquisitions period. Our paper shed new light on the bootstrap effect of cross-border merger and acquisitions for bidder firms and the resulting improvement in corporate governance. These evidences suggest that the improvement in corporate governance is potential for synergy value creation of cross-border merger and acquisitions, and has important implications for policy makers and listed