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Abstract
Since 1990s,mergers and acquisitions(M&A)have been conducted continually and frequently in a variety of industries around the world. The original intention of M&A is to obtain synergistic effect through the acquisition to create value for the acquirer. In the past 40 years,a large amount of studies have been carried out on the value effect of M&A in the international academic circles,but there is no consistent conclusion. In China,there are great differences in the views of the value effect of M&A too. One view is that M&A can create wealth for shareholders,and can achieve synergistic effect. Another view is that M&A does not create wealth for the acquirer,M&A proceeds are mostly attributable to the shareholders of the target,while the shareholders’ earnings of the acquirer may be none or even negative. Whether M&A creates value is becoming an important issue in the M&A research.
Around the issue of whether M&A creates value,there exist mainly three research perspectives:the acquirer,the target and the relationship between the acquiver and the target. Literatures on the research perspective of the relationship between the acquirer and the target are still relatively rare,compared with the other two research perspectives. And few studies on this issue are from the research perspective of the board interlocks relations between both the acquiver and the target. In fact,in the period of economic transition,Chinese institutions are not mature and perfect,so the information transparency is low during the trading process. The costs of acquiring information across businesses are high. The trading cost and trading risk are much higher than the developed countries which institutions are more mature and perfect. Under the environment of the weakly formal institutions in the transition economy,the informal institutions will play a very important role. As an informal relationship mechanism,some academics believe that board interlocks provide a legal mean for traders on private communication and exchange of information. It helps to ease the friction problems caused by formal institutions’ absence. Besides that,board interlocks also can make the two trading parties become familiar and trustful,which can promote the coordination and cooperation between the two parties,and can reduce the risk and uncertainty of the trading process. If the acquisition occurs among the enterprises which have the board interlocks relations,the function of information transfer and organization coordination of board interlocks may reduce the degree of information asymmetry and strengthen coordination and cooperation between the two parties of the acquisition. Then the value creation of M&A can be affected. Given that,this book attempts to answer the following questions from the perspective of the board interlocks relations between both parties of acquisition based on the information transfer and organization coordination function of the board interlocks.
What roles do the board interlocks play to promote the creation of the value of M&A in different stages of M&A?If the positions of interlocking directors are different,will the board interlocks relations influence the value creation of M&A differently?Although the scholars who study inter organizational relationship believe that board interlocks can help to promote information transfer and organizational coordination,but some other studies indicate that many companies failed to adequately cognize and effectively utilize the function of board interlocks. So,in the process of M&A,how to give full play to the function of board interlocks?In addition,in view of the government control of enterprises is a common phenomenon in many countries,especially in economies in transition and emerging market countries,whether the equity nature of the acquirer can influence the relationship between board interlocks and M&A of enterprises?
This book takes domestic M&A events from 2002 to 2015,in which both acquirer and target are A-share listed companies as the research samples,and systematically investigates the effect of the board interlocks relations between both parties of acquisition on the selection of M&A target during the prophase of M&A,on the payment of M&A premium during the metaphase of M&A and on the M&A performance during the anaphase of M&A,and then clears the mechanism of action which board interlocks promote value creation of M&A. This book also explores the influential factors that can make good use of function of the board interlocks from organizational learning’ perspective,and look at the positive role and the conditions of interlocking directors acquisition experience in the process of board interlocks promoting the M&A value creation. In view of state-owned acquirers are susceptible to government intervention during the M&A process,this book tests the influence of equity nature of the acquirer on the relationship of board interlocks and M&A of enterprises (including selection of the target,M&A premium and M&A performance).
Keywords:Board Interlocks;Interlocking Director Acquisition Experience;Target Selection;Mergers and Acquisitions Premium;Mergers and Acquisitions Performance