| As capital markets become more and more open,market vitality is gradually stimulated and released,coupled with the gradual relaxation of regulatory policies on mergers and acquisitions.This led to the emergence of a series of hostile takeovers recently,such as Baoneng’s acquisition of Vanke,Jingji Group’s acquisition of Kangdahl,Li Qin’s purchase of Chengdu Road and Bridge,and Hu’s Brothers’ bid for Tibet Tourism.This round of hostile takeover wave has triggered a huge social response and debate,not only hostile takeover party and the target company to acquire the control of the litigation after another,but also caused some of the executives of listed companies out of the collective.Liu Shiyu,chairman of the CSRC,lambasted the "barbarians" robber takeover as a challenge to the bottom line of the country’s financial laws and regulations,and a retrogression and degeneration of human nature and business ethics.Facing the increasing threat of hostile takeover,listed companies need more and more antitakeover tools.In order to prevent the invasion of "barbarians",listed companies have revised their articles of association and set up various antitakeover provisions.However,the legitimacy of the antitakeover provision set by listed companies has also attracted widespread concern of the regulatory authorities.The exchange and the Securities Regulatory Commission require the listed companies to explain the legality,legitimacy and necessity of the relevant antitakeover provisions by sending letters,interviews and other means.However,due to the vagueness of the current legislative norms,differences in interpretation,gaps in legislation and other reasons,the contradiction between takeover and antitakeover has become increasingly intensified.In the face of the recent capital market competition for control of many issues,can not provide an effective system supply and reasonable explanation.Takeover and antitakeover are two sides of the same thing.If either side is suppressed by force,it may lead the other side to develop in an extreme direction,which is not conducive to the long-term healthy development of the securities market.Faced with the threat of takeover in the control market,listed companies strengthen their defense capability by setting antitakeover provisions.Will this behavior harm the interests of the company and shareholders,or benefit the long-term development of the company?The existing theories are not consistent.According to the theory of control right market,the acquisition of control right market is the most effective governance mechanism,and any intervention or restriction of acquisition(including antitakeover provision)will reduce the social and economic welfare.The principal agent theory also holds that the control market can punish the inefficient management and reduce the agency cost between the management and shareholders,while the antitakeover provision may weaken the disciplinary effect of the control market and intensify the agency conflict.The trench effect is produced to the detriment of the company and its shareholders.However,the stakeholder theory believes that the survival and development of the company can not be separated from the participation of many stakeholders,antitakeover provisions are conducive to maintain the interests of stakeholders,bear social responsibility,and create value for the society.Therefore,in the case of imperfect control market system in China,regulators should not be blindly qualitative,or negate all,and follow-up empirical research is needed to provide empirical evidence.Foreign literature shows that the establishment of antitakeover provision will produce different economic consequences.According to some literatures,the antitakeover provision can strengthen the defense ability of takeover,isolate the threat of external takeover,the higher the intensity of antitakeover,the smaller the probability of takeover,and the higher the premium of takeover;under the condition of avoiding external interference,Management will focus on long-term value investment,increase investment in innovation,and enhance the value of the company;however,there is other literature that antitakeover provisions do not have a significant impact on takeover probability and takeover premium.Moreover,the setting of antitakeover provision will increase the agency cost,produce the management defense effect,the management may make the merger behavior of damaging the value,the capital expenditure excessively expands,will have the negative effect to the shareholder wealth,will damage the company shareholder benefit.Throughout the foreign literature,the economic consequences of the antitakeover provision are divided into two main views:the view of value destruction and the view of value income.Compared with the abundant literature abroad,domestic scholars have mainly studied the impact of antitakeover provisions on executive change,agency cost,tunneling behavior,takeover probability,takeover premium,corporate performance or corporate value,etc.There is less empirical evidence in China,and the research horizon needs to be further broadened.In particular,whether the setting of antitakeover provision will affect the investment behavior of the company?Does the heterogeneity of the internal governance mechanism and the external environment affect the relationship between them?Therefore,the above problems are studied in this paper.Firstly,this paper empirically examines the relationship between antitakeover terms and investment efficiency by using the sample data collected by hand.The results show that:(1)staggered board provisions can significantly inhibit inefficient investment;(2)the limitation of the proportion of directors’ nomination rights can significantly inhibit inefficient investment,while the inhibition of overinvestment and the alleviation of underinvestment are obvious;(3)the more the number of antitakeover provisions,the higher the investment efficiency of the company.Overinvestment of listed companies has been significantly inhibited,underinvestment can also be significantly alleviated;(4)And with the passage of time,the significant degree of the relationship between the time provision restricting the nomination right of directors and the inefficient investment as well as the underinvestment is obviously improved.Moreover,the staggered board provision and the restriction of the proportion of directors’ nomination right have more obvious influence on the investment efficiency.The above results show that the antitakeover provisions of listed companies can isolate the competitive pressure of the market for control,make the management pay more attention to the improvement of the overall investment efficiency of the company,in the long run,the impact is more obvious.Therefore,antitakeover provision,as a kind of articles of association set by a company independently,can not only maintain the stability of the board of directors and the control rights of the company,but also play the role of internal governance mechanism,which helps to guide the management to avoid short-sightedness and make more reasonable investment decisions.Secondly,from the perspective of internal corporate governance,this paper empirically examines the impact of the heterogeneity of ownership structure and board of directors on the relationship between antitakeover provisions and investment efficiency.The study found that:(1)when the ownership concentration is low,with the provisions of staggered board of directors and restricted the right to nominate directors and the increase in the number of antitakeover provisions,it will help to alleviate the lack of investment;(2)in the case of higher equity balance,it will help to alleviate the lack of investment.With the establishment of the provisions limiting the proportion of directors’ nomination and the increase in the number of antitakeover provisions,the lack of investment has also been significantly alleviated;(3)when the management holds stock,the effect of staggered board provisions on restraining overinvestment is more obvious;(4)the nature of non-state-owned equity can enhance the governance effect of staggered board provisions on underinvestment;The nature of state-owned equity will strengthen the negative relationship between the provisions restricting the proportion of directors’ nominating power and the excessive investment;(5)the combination of the two positions will weaken the restraining effect of the time provision of restricting the director’s nomination right to hold shares on the overinvestment;The separation of the two positions strengthens the restraining effect of the time provision of the director’s nomination right on the overall investment efficiency;and when the two positions are separated,with the increase of the number of antitakeover provisions,the improvement of the investment efficiency becomes more and more obvious.Both overinvestment and underinvestment have improved significantly;(6)with the appropriate expansion of the size of the Board of Directors,It is conducive to strengthen the staggered board of directors to alleviate the role of the lack of investment and enhance the restrictions on the proportion of the director’s nomination right to hold shares of the provisions of the inhibition of excessive investment.The above conclusions indicate that when the ownership structure of listed companies is characterized by lower ownership concentration,higher equity balance and managerial ownership,and the governance structure of the board of directors is characterized by separation of two positions and a larger board of directors,the positive governance effect of antitakeover provision on investment efficiency is strengthened,and the impact of the nature of listed companies’ equity on the relationship between antitakeover provision and investment efficiency depends on the type of antitakeover provision.Finally,from the perspective of external corporate governance environment,this paper empirically examines the impact of industry competition and institutional environment on the relationship between antitakeover provisions and investment efficiency.The conclusions are as follows:(1)when the competition in the product market is lower,the effect of staggered board provision is more obvious,and the effect of restricting the proportion of directors’ nominating right to hold shares is more obvious.Moreover,the more the number of antitakeover provisions,the more obvious the governance effect on the overall investment efficiency.(2)under the higher level of legal protection for investors,the establishment of staggered board terms and the increase of the number of antitakeover provisions play a more obvious role in improving the overall investment efficiency.(3)when the degree of government intervention is lower,it is more significant to strengthen the negative relationship between the terms of staggered board of directors and the time provision of limiting directors’ nomination right to hold shares and inefficient investment,especially to alleviate the insufficient investment;In the case of low government intervention,the more the number of antitakeover provisions,the more obvious the governance effect on the overall investment efficiency;(4)in the case of higher level of financial development,the staggered board provision has a more obvious inhibitory effect on inefficient investment,especially it helps to alleviate the underinvestment;With the setting of the time provision restricting the director’s nomination right and the increase of the number of antitakeover provisions,the governance effect on the overall investment efficiency is more obvious,and it is more significant in restraining the overinvestment and alleviating the underinvestment;(5)when the level of marketization is higher,staggered board of directors provisions have positive governance effect on investment efficiency,which is significant in restraining overinvestment and alleviating underinvestment;and the higher the marketization level is,the higher the level of marketization is.The positive effect on investment efficiency is more obvious,especially it can obviously alleviate the investment shortage.With the increase of the number of antitakeover provisions,the governance effect on investment efficiency is also better.The above results show that the antitakeover provisions have a more prominent positive governance effect on investment efficiency when listed companies are in a highly concentrated industrial environment and a good external institutional environment.The possible contributions of this paper are as follows:Firstly,it is the first time to empirically test the relationship between antitakeover provisions and investment behavior by using domestic data.Will the antitakeover provision affect investment behavior?The domestic literature has not been studied,but the foreign empirical evidence is not consistent.For this reason,this paper uses the sample data of antitakeover provisions of domestic listed companies,empirically tests the relationship between antitakeover provisions and investment efficiency,and finally finds the reliable empirical evidence that antitakeover provisions affect investment efficiency.Secondly,this paper systematically analyzes the governance mechanism of antitakeover provisions affecting investment efficiency.The antitakeover provisions,as a kind of autonomous articles of association,its motivation and governance effect will be affected by the internal and external governance of the company.Therefore,this paper explores the mechanism of the effect of antitakeover provisions on investment efficiency from internal governance,such as ownership structure and board governance,and external governance,such as product market competition and institutional environment.Especially from the perspective of institutional environment to explore the relationship between antitakeover provisions and investment behavior,foreign literature is very few,domestic has not yet been studied,this paper makes a useful attempt to find relevant evidence,confirming the existence of antitakeover provisions affecting the investment behavior of external channels.Third,provide experience support for legislature in formulating antitakeover system.Due to the insufficient supply of domestic antitakeover system,the legitimacy of antitakeover terms has been questioned.It is good or bad for listed companies to set up antitakeover provisions,which should not be totally negated before the system is perfected.It is necessary to find out the empirical evidence from the analysis of economic consequences.In this regard,this paper empirically tests the relationship between antitakeover provisions and investment efficiency,and finds reliable empirical evidence,which also provides a reference for the legislature to develop antitakeover system. |
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