我国资源型企业跨国并购决策模式研究:国家制度与组织惯例的视角
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摘要
国家制度差异如何影响我国企业跨国并购活动一直存在争议,本文从国家制度差异与企业组织惯例两个视角来评价我国企业跨国并购决策问题。本文基于2008-2014年我国资源型企业跨国并购数据,采用清晰集定性比较分析方法对我国资源型企业跨国并购的决策模式进行了分析。研究发现,我国资源型企业跨国并购的决策模式可以总结为三种范式:第一,当东道国具有完善的管制制度体系时,企业采用非现金支付方式以及积极的跨国并购策略是企业并购成功的关键。第二,当东道国市场不确定性规避较高,并且东道国政府对于资源市场管制较为严格时,采用现金支付方式能够提升企业跨国并购的成功率。第三,当东道国具有完善的管制制度体系,同时企业又有丰富的东道国并购经验时,采用现金支付方式也能够取得跨国并购的成功。
In recent years,more and more resource-based enterprises adopt cross-border mergers and acquisitions. However,due to the non-renewable nature of natural resources,even if some countries utilize the advantages of abundant natural resources to attract foreign investment,they also make some strategic restrictions on these foreign investors. Cross-border M&A of resource-based enterprises are facing stronger"liability of foreignness"than other industries in China. By reviewing the previous literature,scholars mainly discussed the cross-border M&A from following perspectives: geographical distance,political risk,cultural distance,market experience and institutional system of the host country. The obvious shortcoming of these studies is that they fail to comprehensively analyze the interactive impact of these various factors. Besides,they did not consider the impact of the enterprises' own organizational routines on M&A decisions,especially the strong"national willing"behind the management decisions of resource-based enterprises in China. Therefore,in order to address the insufficiency of extant researches,this paper analyzes the factors driving cross-border M&A of resource-based enterprises in China from both the perspectives of national institutional differences and organizational routines.National institutional differences include regulatory,market discipline and uncertainty avoidance. As for regulatory,it is inevitable for resource-based enterprises to face a various of strict economic system reviews by host governments in the process of cross-border M&A,which will greatly affect the legitimacy of these enterprises in the host country. Market discipline refers to the fact that host government sets a various of thresholds for cross-border mergers and acquisitions of overseas enterprises in terms of market access to protect the market position of domestic enterprises. Considering that host countries need to guarantee the national energy security to meet the long-term development needs of its own economy and society,the cross-border mergers and acquisitions of resource-based enterprises will face a higher market threshold. Resource-based enterprises also encounter cultural shock in cross-border mergers and acquisitions. Cultural differences between host countries and home countries require enterprises to accumulate more knowledge and spend more efforts to adapt to the culture of new markets. This cultural difference brings uncertainty to the economic activities of resource-based enterprises.Organizational routines include experience,managerial bias and pay method. The experience ofcross-border merger and acquisition is a kind of tacit knowledge formed in the process of transnational activities,and is one of the most important sources of knowledge for organizational learning. The existing experience of cross-border mergers and acquisitions can help enterprises to reduce the operational barriers caused by the strangeness to the market environment of the host country,the discriminatory laws of the host country and the uncertainty of the business partnership of the host country. Experience also plays a positive role in helping enterprises to deal with emergencies in the complex overseas investment environment. In the international operation of enterprises,managerial bias towards cross-border mergers and acquisitions often influences the process of firms' decision-making.When managers have the ability to deal with the decision-making problems in the multi-cultural system and competitive environment,the enterprise is better at developing the optimal strategic system. Pay method also has important influence in the process of the cross-border merger and acquisition of resource-based enterprises. As the natural resource market is not a perfect competition market,but an imperfectly competition market,the M&A information is usually asymmetric,and the acquired companies need to evaluate the company value more accurately than the investors.In order toinvestigate above driving mechanism of resource enterprises' cross-border M&As,this paper collected the classical cross-border M&As aroused by Chinese companies from 2004 to 2014. The QCA results discovered the following 5 modes:UA* ～ RE* MD* ～ EX* PM,RE* ～ EX* ～ PM* MB,UA* RE* ～ MD* EX* PM* ～ MB,UA* ～ RE* ～ MD* EX* PM* MB,and ～ UA* RE* ～ MD* EX* PM* MB. From the national institutional level,the host country government regulatory is the core condition for the success of cross-border M&A conditions of resource-based enterprises in our country. The completed market management system of the host country gives enterprises the confidence to carry out cross-border M&A,and guarantee the legitimate rights and interests of enterprises. Uncertainty avoidance needs to be combined with the market discipline to promote the cross-border M&A of the resource-based enterprises. From the perspective of organizational routines,pay method plays a decisive role on resource-based enterprises' cross-border mergers and acquisitions. The possible reason is that the amount of cross-border M&A of resource enterprises is very large,and the adoption of cash/non-cash payment method will obviously release a strong market signal,thus affecting the M&A results. In addition,the experience in the host country requires to be complemented with managerial bias to affect the resource-based enterprises' cross-border M&A.In conclusion,there are three kinds of driving mechanism of resource-based enterprises' cross-border M&A. Firstly,when the host county has well-developed institutional systems,it's important for an acquirer to use pay in cash and open-oriented M&A strategy. Secondly,when it appears high level of uncertainty avoid in host market and has strict market regulations,take the pay in cash promotes the acquirer's performance in cross-border M&A. Thirdly,when the host county has well-developed institutional systems,and the acquirer is provided with rich M&A experience in host country,take the pay in cash promotes the acquirer's performance in cross-border M&A too.Overall,this paper aims to summarize the driving mechanisms of China's resource enterprises' cross-border M&A under the perspective of national institutional differences and organizational routines,using the Qualitative Comparative Analysis method. This paper not only develops the research methods,but also makes significant contributions to the extant theories related to enterprises' cross-border M&A.
In recent years,more and more resource-based enterprises adopt cross-border mergers and acquisitions. However,due to the non-renewable nature of natural resources,even if some countries utilize the advantages of abundant natural resources to attract foreign investment,they also make some strategic restrictions on these foreign investors. Cross-border M&A of resource-based enterprises are facing stronger"liability of foreignness"than other industries in China. By reviewing the previous literature,scholars mainly discussed the cross-border M&A from following perspectives: geographical distance,political risk,cultural distance,market experience and institutional system of the host country. The obvious shortcoming of these studies is that they fail to comprehensively analyze the interactive impact of these various factors. Besides,they did not consider the impact of the enterprises' own organizational routines on M&A decisions,especially the strong"national willing"behind the management decisions of resource-based enterprises in China. Therefore,in order to address the insufficiency of extant researches,this paper analyzes the factors driving cross-border M&A of resource-based enterprises in China from both the perspectives of national institutional differences and organizational routines.National institutional differences include regulatory,market discipline and uncertainty avoidance. As for regulatory,it is inevitable for resource-based enterprises to face a various of strict economic system reviews by host governments in the process of cross-border M&A,which will greatly affect the legitimacy of these enterprises in the host country. Market discipline refers to the fact that host government sets a various of thresholds for cross-border mergers and acquisitions of overseas enterprises in terms of market access to protect the market position of domestic enterprises. Considering that host countries need to guarantee the national energy security to meet the long-term development needs of its own economy and society,the cross-border mergers and acquisitions of resource-based enterprises will face a higher market threshold. Resource-based enterprises also encounter cultural shock in cross-border mergers and acquisitions. Cultural differences between host countries and home countries require enterprises to accumulate more knowledge and spend more efforts to adapt to the culture of new markets. This cultural difference brings uncertainty to the economic activities of resource-based enterprises.Organizational routines include experience,managerial bias and pay method. The experience ofcross-border merger and acquisition is a kind of tacit knowledge formed in the process of transnational activities,and is one of the most important sources of knowledge for organizational learning. The existing experience of cross-border mergers and acquisitions can help enterprises to reduce the operational barriers caused by the strangeness to the market environment of the host country,the discriminatory laws of the host country and the uncertainty of the business partnership of the host country. Experience also plays a positive role in helping enterprises to deal with emergencies in the complex overseas investment environment. In the international operation of enterprises,managerial bias towards cross-border mergers and acquisitions often influences the process of firms' decision-making.When managers have the ability to deal with the decision-making problems in the multi-cultural system and competitive environment,the enterprise is better at developing the optimal strategic system. Pay method also has important influence in the process of the cross-border merger and acquisition of resource-based enterprises. As the natural resource market is not a perfect competition market,but an imperfectly competition market,the M&A information is usually asymmetric,and the acquired companies need to evaluate the company value more accurately than the investors.In order toinvestigate above driving mechanism of resource enterprises' cross-border M&As,this paper collected the classical cross-border M&As aroused by Chinese companies from 2004 to 2014. The QCA results discovered the following 5 modes:UA* ～ RE* MD* ～ EX* PM,RE* ～ EX* ～ PM* MB,UA* RE* ～ MD* EX* PM* ～ MB,UA* ～ RE* ～ MD* EX* PM* MB,and ～ UA* RE* ～ MD* EX* PM* MB. From the national institutional level,the host country government regulatory is the core condition for the success of cross-border M&A conditions of resource-based enterprises in our country. The completed market management system of the host country gives enterprises the confidence to carry out cross-border M&A,and guarantee the legitimate rights and interests of enterprises. Uncertainty avoidance needs to be combined with the market discipline to promote the cross-border M&A of the resource-based enterprises. From the perspective of organizational routines,pay method plays a decisive role on resource-based enterprises' cross-border mergers and acquisitions. The possible reason is that the amount of cross-border M&A of resource enterprises is very large,and the adoption of cash/non-cash payment method will obviously release a strong market signal,thus affecting the M&A results. In addition,the experience in the host country requires to be complemented with managerial bias to affect the resource-based enterprises' cross-border M&A.In conclusion,there are three kinds of driving mechanism of resource-based enterprises' cross-border M&A. Firstly,when the host county has well-developed institutional systems,it's important for an acquirer to use pay in cash and open-oriented M&A strategy. Secondly,when it appears high level of uncertainty avoid in host market and has strict market regulations,take the pay in cash promotes the acquirer's performance in cross-border M&A. Thirdly,when the host county has well-developed institutional systems,and the acquirer is provided with rich M&A experience in host country,take the pay in cash promotes the acquirer's performance in cross-border M&A too.Overall,this paper aims to summarize the driving mechanisms of China's resource enterprises' cross-border M&A under the perspective of national institutional differences and organizational routines,using the Qualitative Comparative Analysis method. This paper not only develops the research methods,but also makes significant contributions to the extant theories related to enterprises' cross-border M&A.
引文
[1] Chen S F S. The motives for international acquisitions:Capability procurements,strategic considerations,and the role of ownership structures[J]. Journal of International Business Studies,2008,39(3):454-471.
[2] Nocke V,Yeaple S. Cross-border mergers and acquisitions vs. greenfield foreign direct investment:The role of firm heterogeneity[J]. Journal of International Economics,2007,72(2):336-365.
[3] Athreye S,Kapur S. The internationalization of Chinese and Indian firms—Trends,motivations and strategy[J]. Journal of Immunology,2009,162(3):1466-1479.
[4] Gubbi S R,Aulakh P S,Ray S,et al. Do international acquisitions by emerging-economy firms create shareholder value? The case of Indian firms[J]. Journal of International Business Studies,2010,41(3):397-418.
[5] Moeller M,Harvey M,Griffith D,et al. The impact of country-of-origin on the acceptance of foreign subsidiaries inhost countries:An examination of the ‘liability-of-foreignness’[J]. International Business Review,2013,22(1):89-99.
[6] Kolstad I,Wiig A. What determines Chinese outward FDI?[J]. Journal of World Business,2012,47(1):26-34.
[7] Globerman S,Shapiro D. Global foreign direct investment flows:The role of governance infrastructure[J]. World Development,2002,30(11):1899-1919.
[8] Buckley P J,Clegg L J,Cross A R,et al. The determinants of Chinese outward foreign direct investment[J]. Journal of International Business Studies,2007,38(4):499-518.
[9] Quer D,Claver E,Rienda L. Political risk,cultural distance,and outward foreign direct investment:Empirical evidence from large Chinese firms[J]. Asia Pacific Journal of Management,2012,29(4):1089-1104.
[10] Kang Y,Jiang F. FDI location choice of Chinese multinationals in east and southeast asia:Traditional economic factors and institutional perspective[J]. Journal of World Business,2012,47(1):45-53.
[11] Dunning J H. Internationalizing Porter's diamond[J]. MIR:Management International Review,1993:7-15.
[12] Luo Y. Toward a cooperative view of MNC-host government relations:Building blocks and performance implications[J].Journal of International Business Studies,2001,32(3):401-419.
[13] Hitt,M. A., Beamish, P. W., Jackson, S. E.,&Mathieu,J. E. Building theoretical and empirical bridges across levels[J]. Academy of Management Journal,2007,50(6):1385-1399.
[14] Kostova T,Roth K. Adoption of an organizational practice by subsidiaries of multinational corporations:Institutional and relational effects[J]. Academy of Management Journal,2002,45(1):215-233.
[15] Scott W R. Institutions and organizations:Ideas,interests,and identities[M]. Sage Publications,2013.
[16] Cuervo-Cazurra A. Who cares about corruption?[J]. Journal of International Business Studies,2006,37(6):807-822.
[17]薛求知,韩冰洁.东道国腐败对跨国公司进入模式的影响研究[J].经济研究,2008(4):88-98.Xue Qiuzhi,Han Bingjie. The impact of corruption in host country on multinational’s entry mode[J]. Economic Research,2008(4):88-98.
[18] Wang M,Wong S. What drives economic growth? The case of cross-border M&A and greenfield FDI activities[J]. Kyklos,2009,62(2):316-330.
[19] Davis P S,Desai A B,Francis J D. Mode of international entry:An isomorphism perspective[J]. Journal of International Business Studies,2000,31(2):239-258.
[20] Kostova T,Zaheer S. Organizational legitimacy under conditions of complexity:The case of the multinational enterprise[J]. Academy of Management Review,1999,24(1):64-81.
[21] Contractor F J,Lahiri S,Elango B,et al. Institutional,cultural and industry related determinants of ownership choices in emerging market FDI acquisitions[J]. International Business Review,2014,23(5):931-941.
[22]吴晓云,陈怀超.制度距离在国际商务中的应用,研究脉络梳理与未来展望[J].管理评论,2013,25(4):12-22.Wu Xiaoyun,Chen Huaichao. The application of institutional distance in international business:Research approach review and future prospect[J]. Management Review,2013,25(4):12-22.
[23] Benito G R G,Gripsrud G. The expansion of foreign direct investments:Discrete rational location choices or a cultural learning process?[J]. Journal of International Business Studies,1992:461-476.
[24] Johanessen,Jon-Arild; Olsen,Bjrn; Olaisen,Johan. Aspects of innovation theory based on knowledge-management[J]. International Journal of Information Management,1999,19(2):121-139.
[25] Li Y,Vertinsky I B,Li J. National distances,international experience,and venture capital investment performance[J].Journal of Business Venturing,2014,29(4):471-489.
[26] Luo Y,Peng M W. Learning to compete in a transition economy:Experience,environment,and performance[J]. Journal of International Business Studies,1999,30:269-295.
[27] Hong S J,Lee S H. Reducing cultural uncertainty through experience gained in the domestic market[J]. Journal of World Business,2014.
[28]程聪,谢洪明,池仁勇.中国企业跨国并购的组织合法性聚焦:内部,外部,还是内部+外部[J].管理世界,2017(4):158-173.Cheng Cong,Xie Honging,Chi Renyong. Organizational legitimacy focus of China companies’cross-border M&A:internal,external, or internal+external?[J]. Management World,2017(4):158-173.
[29] López-Duarte C,Vidal-Suárez M M,. Cultural distance and the choice between wholly owned subsidiaries and joint ventures[J]. Journal of Business Research,2013,66:2252-2261.
[30] Gupta A K,Govindarajan V. Cultivating a global mindset[J]. The Academy of Management Executive,2002,16(1):116-126.
[31] Nielsen B B,Nielsen S. The role of top management team international orientation in international strategic decisionmaking:The choice of foreign entry mode[J]. Journal of World Business,2011,46(2):185-193.
[32] Nicholson R R,Salaber J. The motives and performance of cross-border acquirers from emerging economies:Comparison between Chinese and Indian firms[J]. International Business Review,2013,22(6):963-980.
[33] Martynova M,Renneboog L. A century of corporate takeovers:What have we learned and where do we stand?[J].Journal of Banking&Finance,2008,32(10):2148-2177.
[34] Mann B S,Kohli R. Impact of mode of payment and insider ownership on target and acquirer’s announcement returns in India[J]. Vikalpa,2009,34(4):51-66.
[35] Basu N,Dimitrova L,Paeglis I. Family control and dilution in mergers[J]. Journal of Banking&Finance,2009,33(5):829-841.
[36] Ragin C C. The comparative method:Moving beyond qualitative and quantitative strategies[M]. Univ of California Press,2014.
[37] Marx,A.,&Dusa,A. Crisp-set qualitative comparative analysis(csqca):Contradictions and consistency benchmarks for model specification[J]. Methodological Innovations Online,2011,6(2):103-148.
[38] Ragin C C. Fuzzy-set social science[M]. University of Chicago Press,2000.
(1)在这里“~”代表变量不存在。
(1)具体评价指标参见Hofstede文化测量网站:http://geert-hofstede. com/countries. html.
[2] Nocke V,Yeaple S. Cross-border mergers and acquisitions vs. greenfield foreign direct investment:The role of firm heterogeneity[J]. Journal of International Economics,2007,72(2):336-365.
[3] Athreye S,Kapur S. The internationalization of Chinese and Indian firms—Trends,motivations and strategy[J]. Journal of Immunology,2009,162(3):1466-1479.
[4] Gubbi S R,Aulakh P S,Ray S,et al. Do international acquisitions by emerging-economy firms create shareholder value? The case of Indian firms[J]. Journal of International Business Studies,2010,41(3):397-418.
[5] Moeller M,Harvey M,Griffith D,et al. The impact of country-of-origin on the acceptance of foreign subsidiaries inhost countries:An examination of the ‘liability-of-foreignness’[J]. International Business Review,2013,22(1):89-99.
[6] Kolstad I,Wiig A. What determines Chinese outward FDI?[J]. Journal of World Business,2012,47(1):26-34.
[7] Globerman S,Shapiro D. Global foreign direct investment flows:The role of governance infrastructure[J]. World Development,2002,30(11):1899-1919.
[8] Buckley P J,Clegg L J,Cross A R,et al. The determinants of Chinese outward foreign direct investment[J]. Journal of International Business Studies,2007,38(4):499-518.
[9] Quer D,Claver E,Rienda L. Political risk,cultural distance,and outward foreign direct investment:Empirical evidence from large Chinese firms[J]. Asia Pacific Journal of Management,2012,29(4):1089-1104.
[10] Kang Y,Jiang F. FDI location choice of Chinese multinationals in east and southeast asia:Traditional economic factors and institutional perspective[J]. Journal of World Business,2012,47(1):45-53.
[11] Dunning J H. Internationalizing Porter's diamond[J]. MIR:Management International Review,1993:7-15.
[12] Luo Y. Toward a cooperative view of MNC-host government relations:Building blocks and performance implications[J].Journal of International Business Studies,2001,32(3):401-419.
[13] Hitt,M. A., Beamish, P. W., Jackson, S. E.,&Mathieu,J. E. Building theoretical and empirical bridges across levels[J]. Academy of Management Journal,2007,50(6):1385-1399.
[14] Kostova T,Roth K. Adoption of an organizational practice by subsidiaries of multinational corporations:Institutional and relational effects[J]. Academy of Management Journal,2002,45(1):215-233.
[15] Scott W R. Institutions and organizations:Ideas,interests,and identities[M]. Sage Publications,2013.
[16] Cuervo-Cazurra A. Who cares about corruption?[J]. Journal of International Business Studies,2006,37(6):807-822.
[17]薛求知,韩冰洁.东道国腐败对跨国公司进入模式的影响研究[J].经济研究,2008(4):88-98.Xue Qiuzhi,Han Bingjie. The impact of corruption in host country on multinational’s entry mode[J]. Economic Research,2008(4):88-98.
[18] Wang M,Wong S. What drives economic growth? The case of cross-border M&A and greenfield FDI activities[J]. Kyklos,2009,62(2):316-330.
[19] Davis P S,Desai A B,Francis J D. Mode of international entry:An isomorphism perspective[J]. Journal of International Business Studies,2000,31(2):239-258.
[20] Kostova T,Zaheer S. Organizational legitimacy under conditions of complexity:The case of the multinational enterprise[J]. Academy of Management Review,1999,24(1):64-81.
[21] Contractor F J,Lahiri S,Elango B,et al. Institutional,cultural and industry related determinants of ownership choices in emerging market FDI acquisitions[J]. International Business Review,2014,23(5):931-941.
[22]吴晓云,陈怀超.制度距离在国际商务中的应用,研究脉络梳理与未来展望[J].管理评论,2013,25(4):12-22.Wu Xiaoyun,Chen Huaichao. The application of institutional distance in international business:Research approach review and future prospect[J]. Management Review,2013,25(4):12-22.
[23] Benito G R G,Gripsrud G. The expansion of foreign direct investments:Discrete rational location choices or a cultural learning process?[J]. Journal of International Business Studies,1992:461-476.
[24] Johanessen,Jon-Arild; Olsen,Bjrn; Olaisen,Johan. Aspects of innovation theory based on knowledge-management[J]. International Journal of Information Management,1999,19(2):121-139.
[25] Li Y,Vertinsky I B,Li J. National distances,international experience,and venture capital investment performance[J].Journal of Business Venturing,2014,29(4):471-489.
[26] Luo Y,Peng M W. Learning to compete in a transition economy:Experience,environment,and performance[J]. Journal of International Business Studies,1999,30:269-295.
[27] Hong S J,Lee S H. Reducing cultural uncertainty through experience gained in the domestic market[J]. Journal of World Business,2014.
[28]程聪,谢洪明,池仁勇.中国企业跨国并购的组织合法性聚焦:内部,外部,还是内部+外部[J].管理世界,2017(4):158-173.Cheng Cong,Xie Honging,Chi Renyong. Organizational legitimacy focus of China companies’cross-border M&A:internal,external, or internal+external?[J]. Management World,2017(4):158-173.
[29] López-Duarte C,Vidal-Suárez M M,. Cultural distance and the choice between wholly owned subsidiaries and joint ventures[J]. Journal of Business Research,2013,66:2252-2261.
[30] Gupta A K,Govindarajan V. Cultivating a global mindset[J]. The Academy of Management Executive,2002,16(1):116-126.
[31] Nielsen B B,Nielsen S. The role of top management team international orientation in international strategic decisionmaking:The choice of foreign entry mode[J]. Journal of World Business,2011,46(2):185-193.
[32] Nicholson R R,Salaber J. The motives and performance of cross-border acquirers from emerging economies:Comparison between Chinese and Indian firms[J]. International Business Review,2013,22(6):963-980.
[33] Martynova M,Renneboog L. A century of corporate takeovers:What have we learned and where do we stand?[J].Journal of Banking&Finance,2008,32(10):2148-2177.
[34] Mann B S,Kohli R. Impact of mode of payment and insider ownership on target and acquirer’s announcement returns in India[J]. Vikalpa,2009,34(4):51-66.
[35] Basu N,Dimitrova L,Paeglis I. Family control and dilution in mergers[J]. Journal of Banking&Finance,2009,33(5):829-841.
[36] Ragin C C. The comparative method:Moving beyond qualitative and quantitative strategies[M]. Univ of California Press,2014.
[37] Marx,A.,&Dusa,A. Crisp-set qualitative comparative analysis(csqca):Contradictions and consistency benchmarks for model specification[J]. Methodological Innovations Online,2011,6(2):103-148.
[38] Ragin C C. Fuzzy-set social science[M]. University of Chicago Press,2000.
(1)在这里“~”代表变量不存在。
(1)具体评价指标参见Hofstede文化测量网站:http://geert-hofstede. com/countries. html.