The Effects of Ownership Structure and Board Composition on the Performance of Merger and Acquisition Firms

[[abstract]]企業併購係由董事會及經營管理團隊所為之決策，因此董事會是否能代表多數股權利益而做出最適的決定，股權結構對於公司的經營效能是否具有一定程度的影響力，以及經營管理團隊是否能夠避免代理問題的產生，進而達到併購綜效將為本研究之重點。 本研究係以1997-2006年台灣上市公司併購案件為對象，同時輔以股權結構及董事會組成等公司治理變數，深入探討公司治理對於台灣上市公司購併後之長期財務績效之間的關聯性，藉此了解國內公司治理機制對企業併購後之長期績效之影響。本研究共篩選203家主併公司為樣本，實證結果發現： 一、 股權結構對於主併公司長期營運績效之關聯性 董事持股對於主併公司併購前後的營運績效，呈現相當顯著的負向關係。 二、董事會組成對於主併公司長期營運績效之關聯性 1 經理人董事席次對於併購前後之資產報酬率變動值及股東權益報酬 率變動值為顯著負向關係。 2 董事長兼任總經理對併購前後之股東權益報酬率變動值為微弱的正 向關係，對於併購前後之Tobin’s Q變動值呈現顯著的負向關係。 3 董事兼任經理人席次對於併購前後之Tobin’s Q變動值則呈現顯著的 負向關係。 4 董事兼任經理人比例則對於併購前後之Tobin’s Q變動值呈現顯著的 正向關係。[[abstract]]The board of directors and the management team use to play a major decision-making role of corporate merger and acquisition (M&A) and whether the acquiring corporate can ultimately enjoy the synergy after the M&A will very much depends on the composition of the board of directors and the management team This research aims to investigate the business performance of the companies after M&A from different perspectives of the acquiring company which include whether the board of the acquiring company can effectively stand for the interests of the majority of the shareholders when making the decision how the shareholding composition of the company can enhance the operating performance and whether the management team can effectively control and avoid agency problems The samples used in this research paper are based on the merger and acquisition cases of 203 Taiwan listed companies during the 10-year period from 1997 to 2006 The variables of the composition of the shareholding structure and the board of directors are analyzed and the correlations between corporate governance and the financial performance of these listed companies after M&A are studied in order to understand the impact of the long-term operating performance as a result of different corporate governance mechanisms From the samples studied we have the following findings: A The correlations between the shareholding composition before M&A and the long-term operating performance of the acquiring company after M&A 1 The stock holding volume of board directors has a significant negative correlation on the long term operating performance of the acquiring company B The correlations between the board members composition before M&A and the long term operating performance of the acquiring company after M&A 1 The number of managers appointed to be directors of the board has a significant negative correlation on Delta ROA and Delta ROE 2 The board chairman also serving the position as the general manager of the company has a positive correlation on Delta ROE and a significant negative correlation on Delta Tobin’s Q 3 The number of directors of the board also serving as managers in the company has a significant negative correlation on Delta Tobin’s Q 4 The ratio of the directors of the board also serving as managers in the company has a positive correlation on Delta Tobin’s