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Corporate Governance and M&A Announcement Effect
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기업지배구조와 인수합병(M&A) 공시효과

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Academic journal
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Journal
Korean Academic Society Of Business Administration korean management review Vol.39 No.3 KCI Excellent Accredited Journal
Published
2010.6
Pages
519 - 540 (22page)

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Corporate Governance and M&A Announcement Effect
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There have been a lot of researches especially on M&A announcement effects. However, what is more interest topic today is that why stock prices react significantly to the M&A announcement and a few studies argue that the agency theory is one of the main reasons. Especially, as many researches argue that firms with a good corporate governance system tend to have less agency problems than others, recent papers focus on the effects of M&A announcement from the perspective of agency theories by using corporate governance data as proxy variables. Moreover, these studies consistently suggest that if firms have a good corporate governance system, M&A announcement effects in those firms are higher than counterparts significantly. However, different from prior research, studies in Korea do not show that the level of governance system tends to have positive relation with market reactions to M&A announcements. The most important reason why there are not consistent results with respect to the effects of agency problems to M&A is that there are not so good proxy variables for the degree of agency costs. In other words, even though a firm`s corporate governance system can be affected by many factors including ownership structures, prior researches in Korea usually use just ownership data such as manager`s ownership ratios or institutional ratios as proxy variables. Meanwhile, since the IMF economic crisis, Korean firms` corporate governance systems have been considered as the main reason for the so-called Korean Discount. So, there are many changes in regulations such as the board of directors and audit committee and so on. Additionally, the important roles of the board of directors and audit committee are to increase the efficiency of firm`s investment activities including M&A. Therefore, after the IMF crisis, we can guess that in Korea the effects of corporate governance, especially board of directors and audit committee became more important. Unlike the Masulis et al.(2007) paper which focuses on anti-takeover provisions, this paper investigates the effects of corporate governance on M&A announcements based on the agency theories by using the KSE listing firms over the period between 2003 and 2008. In particular, this paper uses individual corporate governance scores provided by the KCGS to test the effects of governance system on the market reactions. As prior studies argue, the KCGS`s governance scores are likely to be good proxy variables for the level of a firm`s agency problems because there are a few results that show the positive relations between corporate governance scores and firm value. Considering all reasons mentioned above, we can find that generally firms with good corporate governance systems tend to have significantly positive abnormal returns than others, which means that corporate governance systems can mitigate agency problems by controling manager`s inefficient behaviors. In addition, in subs ample tests, we also find that the board of directors and audit committee in Korean firms are the most important factors to affect the market reactions to M&A announcements. Finally, this paper shows that the effects of two above-mentioned systems can be work even in business groups, Chaebols, if Chaboles have good corporate governance systems, which means unlike the prior studies, the Chaebol variable is not a good proxy variable for the level of agency costs. In conclusion, these results are consistent with the prior research results based on the agency theories. Moreover, especially in Korea, the board of directors and audit committee are more important factors to affect the M&A announcement events, resulting in increasing firm value significantly.

본 연구는 유가증권시장에 상장된 기업들의 기업지배구조점수를 활용하여 인수합병공시에 대한 시장반응과 기업지배구조의 관계를 분석하였다 특히, 본 연구에서는 전반적인 기업지배구조의 영향뿐만 아니라 개별기업의 내부지배구조인 이사회와 감사기구가 인수합병 공시효과에 미치는 영향도 함께 분석하였다. 분석결과, 첫째, 기업지배구조점수가 높은 기업일 수록 인수합병공시에 대한 시장반응이 긍정적인 것으로 나타나 기업지배구조가 좋을수록 인수합병 의사결정의 효율성이 높아지는 것을 확인할 수 있었다. 뿐만 아니라 이사회 및 감사기구의 지배구조점수가 높은 경우 해당 기업의 합병공시효과가 유의적으로 높게 나타났다. 둘째, 내부거래 등으로 대리인 비용의 발생 가능성이 높은 재벌기업의 경우 인수합병의 공시효과가 부정적으로 나타났지만, 재벌그룹 내에서도 이사회 및 감사기구의 지배구조점수가 높은 경우 시장 반응은 유의적으로 높은 것으로 나타나, 내부지배구조의 영향을 재확인할 수 있었다. 셋째, 부채비율이 높을수록 인수합병공시효과는 높게 나타나 부채감사가설을 지지하는 반면, 합병 이전의 소유구조 및 계열사 간의 합병 여부 등은 인수합병공시효과에 유의적인 영향을 미치지 않는 것으로 나타났다.

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