The Research On The Influence Of Merge On The Corporate Governance

With the development and continuous improvement of our country’s marketeconomy, mergers and acquisitions business has gradually become an importantmeans of expanding the scale and optimizing the allocation of resources. Lookingback the days from the1870s to now, the global mergers and acquisitions tide isrising higher and higher, but the history of M&A in our country is relatively shortand the activity has long been limited by the Separated Equities System in the capitalmarket. Until2005China formally launched the non-tradable shares reform, mergersand acquisitions among listed companies is becoming materially active. At the sametime, the transactions of control are also daily increasing. As an external mechanismof corporate governance, the market for corporate control should improve theownership structure and corporate governance structure after the shift of controlamong listed companies, thereby improving the corporate governance and operatingperformance of listed companies. Therefore, this paper has studied the impact ofmergers and acquisitions to corporate governance.This paper selected158Shanghai and Shenzhen A-share listed companies in2011as study samples and studied them in three levels. Firstly the paper selectedanother158listed companies which were in the same industry and had similar sizewith the sample companies. Then compared the corporate governance performancein2010of the two groups in order to analyze the corporate governancecharacteristics of the companies which has been merged and acquired. Secondly theresearch compared the corporate governance performance of the sample groupbefore and after mergers and acquisitions and analyzed the impact of mergers andacquisitions to the shareholding structure, internal control and operating performance of listed companies. Finally, this paper analyzed the role of mergers and acquisitionsin improving the corporate governance performance as a whole.After three levels of analysis, the results showed that the targeted companieshad a higher shareholding proportion of controlling shareholders, more concentratedownership and worse operating performance before mergers and acquisitionscompared with the non-targeted companies. Meanwhile, compared with non-targetedcompanies, the targeted companies has significantly higher proportion of outstandingshares. After the shift of control, the shareholding proportion of the controllingshareholders of listed companies decreased significantly and the ownership ischanging from centralized to decentralized, but none of changes in the two aspectshad a long-term influence. In addition, the phenomenon of "insider control" in listedcompanies has not changed before and after mergers and acquisitions and theoperating performance has not been improved. In the overall study of the influenceof mergers and acquisitions to corporate governance, the results showedimprovement of corporate governance after mergers and acquisitions is notsignificant.In short, this article discussed the impact of mergers and acquisitions incorporate governance in depth from different perspectives and analyzed themonitoring role of the external governance mechanisms in corporate governance andthus put forward relevant proposals of the M&A activity among listed companiesand the improvement and development of the market for corporate control.