摘要
并购交易是资本市场研究中广泛讨论的话题。近年来,随着我国上市公司并购活动的不断扩张,其中产生的商誉也急剧积累。本文选取沪深A股2009-2017年上市公司为样本,实证检验了超额商誉对企业创新的影响。研究结果表明,超额商誉对企业创新产出、创新效率具有显著的负向影响。在变换计量模型、改变主要研究变量的度量方法、变更样本以及使用工具变量估计和倾向得分匹配法控制内生性等一系列稳健性检验后,结论仍然成立。作用机制研究表明,超额商誉主要通过提高债务融资成本和分析师乐观偏差的程度影响企业创新。研究相关的治理对策发现,内外部公司治理机制并不能缓解超额商誉对企业创新的负向影响,而会计信息质量和市场信息质量的提高则能够显著降低超额商誉对企业创新的不利影响。异质性分析表明,超额商誉对非国有企业、高科技企业、产品市场竞争较强以及制度环境较好地区企业创新绩效的负向影响更加显著。本文不仅丰富了超额商誉和企业创新相关领域的研究,也对投资者、上市公司和监管机构更好地认识商誉泡沫的经济后果具有重要的启示意义。
In recent years,the amount of M&A transactions in China`s A-share market has been increasing,and the goodwill generated has also been accumulated.Through rational M&A transactions,enterprises can not only obtain synergies in management,marketing,operation and finance,but also weaken industrial competition,enhance the market power of products,and thus obtain monopoly profits.The reasonable goodwill derived from it can also bring benefits to the enterprise in the future,thus improving the stability of cash flow and reducing the probability of bankruptcy.However,with the blowout growth of M&A,the scale of accumulated goodwill has also expanded sharply.The huge goodwill and subsequent impairment risk not only failed to bring the expected synergy of M&A,but also threatened the business development of the enterprise.How to enhance the independent innovation capability of enterprises is a hot topic in the field of enterprise behavior research in recent years.When the existing literature studies the impact of excess goodwill on enterprise operation,the scope of research is limited to traditional performance measurement indicators such as return on total assets or Tobin Q value.As an important decision of business investment,how will corporate innovation be affected by excess goodwill?This paper will explore this issue.Taking the listed companies in Shanghai and Shenzhen A shares from 2009 to 2017 as samples,this paper empirically tests the impact of excess goodwill on corporate innovation.The results show that excess goodwill has a significant negative impact on corporate innovation output and innovation efficiency.After a series of robustness tests,such as changing the econometric model,changing the measurement method of the main research variables,changing the sample,and using instrumental variable estimation and propensity score matching to control endogeneity,the conclusion is still valid.Furthermore,the research on the mechanism of action shows that excess goodwill affects corporate innovation mainly by increasing debt financing costs and the degree of analyst optimism bias.In the study of relevant governance countermeasures,it is found that internal and external corporate governance mechanisms cannot mitigate the negative impact of excess goodwill on corporate innovation,while the improvement of accounting information quality and market information quality can significantly reduce the negative impact of excess goodwill on corporate innovation.Finally,the heterogeneity analysis shows that excess goodwill has a more significant negative impact on the innovation performance of non-state-owned enterprises,high-tech enterprises,and enterprises in product markets with strong competition and better institutional environment.The theoretical contributions of this paper are as follows.First,from the perspective of excess goodwill,we empirically tested the existence of irrational factors of goodwill,and found that excess goodwill will have a significant negative impact on corporate innovation output and innovation efficiency,expanding the research on the economic consequences of goodwill.Secondly,the research perspective of influencing factors of corporate innovation has been expanded.In recent years,scholars at home and abroad have paid close attention to the influencing factors of corporate innovation behavior.This paper focuses on the excess goodwill brought by mergers and acquisitions,which is a useful supplement to the literature on influencing factors of corporate innovation.Thirdly,the paper deeply analyzes the action path of excess goodwill affecting corporate innovation and relevant governance measures,and analyzes the heterogeneity in the nature of ownership,industry attributes,product market competition and local institutional environment.These studies help to open the“black box”of excess goodwill inhibiting corporate innovation.This paper not only enriches the research on excess goodwill and corporate innovation,but also has important implications for investors,listed companies and regulators.Investors should remain rational,invest in reasonable M&A events,avoid blindly following,and restrain M&A behaviors that damage the enterprise value;Before M&A,listed companies should reasonably evaluate the advantages of the two companies,make decisions on the premise of achieving economies of scale and improving the company’s performance,and restrict the management’s M&A activities aimed at diversifying risks or pursuing their own interests such as wealth and career development.How to make the“black box”of goodwill transparent is an important problem to be solved by the accounting standard setting and regulatory authorities.When formulating the measurement and recognition rules of goodwill,the regulatory authority should ensure that the facts and fair evaluation are reflected under the principle of appropriate prudence,and at the same time,the discretion of the management should be reasonably limited.It should not be allowed to merge goodwill and goodwill impairment as tools for the management to participate in enterprise accounting management.
作者
张欣
董竹
Zhang Xin;Dong Zhu(School of Business,Qingdao University;Center for Quantitative Economics,Jilin University)
出处
《南开管理评论》
CSSCI
北大核心
2022年第5期16-28,I0004,I0005,共15页
Nankai Business Review
基金
教育部哲学社会科学研究重大攻关项目(17JZD016)
吉林省社会科学基金重点项目(2021A19)资助。
关键词
超额商誉
企业创新
债务融资成本
分析师乐观偏差
Excess Goodwill
Corporate Innovation
Cost of Debt Financing
Analyst Optimism Bias
