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Economic Analysis of the acquisition of information disclosure of listed companies

Author: YuanChangMing ZhangYu From: www.yourpaper.net Posted: 2010-01-25 03:17:58 Read:
Acquisition of listed companies as a means of social reallocation of resources in the enterprise development, the role of the expansion process has become increasingly prominent, but this effect can achieve the intended purpose depends largely on whether the capital markets as well as the human resources market can play an effective role, the play of market efficiency and the formation of an interactive relationship with the disclosure of information. ке

First, the acquisition of listed companies the information disclosed economics theoretical basis ке

(A) the new classical theory ке
According to the neo-classical theory, the acquisition of listed companies can be seen as a commodity, both the demand side (companies, governments, investors and creditors) exists, there are supply side (the company and its managers). Theoretically as long as there is the demand side and the supply side of the information, and absolutely effective capital markets and human resources market, market forces will motivate the supply side to provide information until the marginal cost of each unit of accounting information is equal to the marginal revenue (capital Pareto optimal cost reduction), when the market reached the equilibrium of full competition in the market, in order to achieve the resource allocation. Allocation of resources in real terms is the right configuration, and the optimal allocation of rights on the need to establish a strong legal system to reasonably define the rights and obligations of the parties to the transaction, so that the configuration cost minimization, information disclosure system, it is this right configuration lowest cost of legal form. ке
(B) the information economy theory ке
Information on the economic theory that the information has the characteristics of public goods, in the acquisition of listed companies, the attribute of public information, information providers to recover costs spent to provide information not available from the market, the management of the target company is not there will be a strong incentive to production and sales, and mergers and acquisitions-related information. It is because of this attribute information, on the one hand of minority shareholders of the target company almost not willing to spend a lot of cost to collect the information ultimately benefit by all the shareholders of the target company. On the other hand, once the Offeror spend heavily painstakingly collected information open, any potential competitors are free to use, this is bound to be a threat to the competitive advantage of acquisition. Therefore, in order to ensure the smooth progress of the acquisition, the Offeror are generally reluctant to disclose relevant information, resulting in the acquisition of information in severe asymmetry. The basic idea of ??the theory of the information economy through state intervention to achieve standardization of the acquisition of information disclosure, mitigate asymmetric information, and to limit the monopoly on the capital markets and speculation. ке
(C) the transaction cost theory ке
Coase in "nature" in 1937 first proposed the idea of ??transaction costs, that the the desired legal rules should minimize the principle of the consideration for the transaction. The 1985 Williamson successful transaction cost theory to explain the occurrence of mergers and acquisitions, the mergers and acquisitions (M & A) in particular longitudinal Causes attributed to lower transaction costs. Acquisition of listed companies is actually the process of multi-game, how to ease the contradiction between the acquirer and the target company shareholders, taking into account both the interests of reducing both sides cost in order to seek to maximize the overall effectiveness, has become a vital link. Information disclosure system, reducing the additional transaction costs, rational division of the area of ??acquisition with the rights of shareholders, which bring good benefits information optimal allocation of resources. ке

Second, the acquisition of listed companies in China the information disclosure distorted economics reasons ке

Of the Securities Law and the Company Law of the acquisition of information disclosure of listed companies to make the systems and regulations, requires that all listed companies should follow the timely information disclosure obligations, timeliness and authenticity of the information. However, in view of a number of reasons, the securities market still exists and will continue to appear false statement to mislead and deceive investors. To this end, we try to analyze the causes distortion of the acquisition of information disclosure of listed companies in China from an economic point of view, to provide the basis for the ultimate governance. ке
(A) the property rights system-level reasons ке
Institutional economics, individual behavior affect the organization of the structure of property rights, that is different from the structure of property rights can lead to the same individual to make a different behavior. The enterprise property has several major owners, managers, creditors, government and other stakeholders, such as the main body. Unclear definition of property rights in China, the lack of clear-cut vest, plus inconsistent with the interests of owners and operators, and the resulting "internal control" phenomenon. In the premise of asymmetric information, the target company is based on self-interest, usually only provide information on the amount of information disclosure marginal revenue equals marginal cost, ie, the amount of information disclosed maximization requires to meet its own interests. Maximize the angle from the interests of the community, a lot of information to consider should be disclosed, but from the managerial point of view, disclosure is often inadequate or even non-disclosure, to the detriment of the interests of the community. Not clear property rights are the main problems in the transformation of China's enterprise system, the acquisition of information disclosure does not regulate the root cause. (B) the level of information asymmetry reason ке
The target company's management with respect to general investors, has certain advantages related to the acquisition of information to master, medium and small shareholders can not fully understand the specific circumstances of the company, which is in the passive weak position. If the operator did not exhaustively disclosure of the relevant information, and this information is sold to the acquirer, engaged in insider trading, additional income, it will seriously harm the interests of medium and small investors. At present, China's capital market is not efficient capital markets, asymmetric information of the status quo can not be radically changed, and therefore, must be institutionally regulate the acquisition of information disclosure of listed companies, increase disclosure efforts. ке
(C) game theory level reasons ке
Game subject of information disclosed to investors, operators, acquirers, as well as government regulatory authorities. In capital markets, the parties are to pursue their own utility maximization. The contradictions to address the interests of all parties, the key is a true and objective disclosure of mergers and acquisitions, which requires the government to act as market regulators to ensure that mergers and acquisitions open, fair and just manner, thereby protecting the interests of small investors. ке

Policy recommendations to improve the acquisition of information disclosure system of China's listed companies ке

Acquisition of listed companies distortion of information disclosure, effective governance can start from the listed companies both inside and outside, ie: within the company, clear property rights, improve the corporate governance structure; outside the company, to improve the legal system and information disclosure system, increase information The disclosure efforts to. Including: ке
(A) clarifying property rights, improve company governance structure ке
Only a clear definition of property rights, will make acquisitions body to carry out trading activities under the M & A guidelines. Clarity of property rights for the M & A goals created two important conditions: First, the owner of the pursuit of the maximization of return on assets, and is the owner and operator of the contractual relationship between economic. Mergers and acquisitions enables the allocation of resources under these two conditions, the relative efficiency. ке
The separation of ownership and management, will inevitably lead to serious information asymmetry between investors and managers of listed companies, information asymmetry is the direct cause of the Listed Company Merger distortion. Therefore, in order to achieve the goals of social benefits to maximize acquisition of information disclosure, must improve the corporate governance structure. First, the modern corporate system, due to the high degree of dispersion of equity, medium and small shareholders by shareholders exercise their powers of the high cost of its collection of M & A information cost is relatively high, therefore, at the election of the board members of listed companies should be implemented cumulative voting mechanism, thereby increasing the proportion of directors board of directors on behalf of small shareholders, reducing the cost of minority shareholders to collect information. At the same time, but also pay attention to the chairman and the general manager can not cross tenure; board members include not only representatives of shareholders, but also the participation of representatives of the staff directors, bank directors and experts of directors. Secondly, according to the powers and responsibilities of the legal power of attorney corresponding principle, the establishment of the sound manager corporate proxy right incentive and restraint mechanisms, strengthen an effective constraint on the company's senior management, standardize the behavior of the company's senior management. Again, in accordance with the requirements of the Commission, as soon as possible to establish the system of independent directors, an audit committee to strengthen the supervision and information disclosure of listed companies in mergers and acquisitions. ке
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