关键词: 业绩承诺, 创新能力, 并购绩效, 信号传递理论

Abstract:      Performance compensation commitment, being more and more widely used, can alleviate information asymmetry in M&A and solve the problems of adverse selection and moral hazard. However, there is little research on the motivation of making commitment. Innovation ability is a key factor in M&A transaction. In order to prevent their own value from being underestimated, target firms with high innovation ability may be more inclined to make commitments and more confident to achieve performance goals, but they may also be reluctant to make commitments for the sake of cost saving and risk management. Therefore, are firms with high innovation capability "bolder" and dare to make performance commitments?On the one hand, companies with high innovation capability may tend to make performance commitments, so as to prevent from being undervalued. Performance commitments can also be used as a signal to depict a good prospect for the acquirer, thereby gaining a satisfactory bid. Because of its high innovation ability, companies do not have to worry about failing to achieve performance goals, so they can boldly make performance commitments or even high-performance goals. In addition, making performance commitments can also effectively repel other competitors and reach a final deal. However, on the other hand, companies with high innovation capability may be reluctant to make performance commitments to attract acquirer, because performance commitments may induce large cost and risks. For example, excessive resource consumption to achieve performance objectives and moral hazards caused by performance commitments are possible. And it is also possible to get a relatively fair bid without making performance commitments. Therefore, whether firms with high innovation capability tend more to make performance commitment is an empirical question with tension.Based on signaling theory, using the cited patents to measure the innovation ability of the target firm, this paper empirically investigates M&A events of China′s listed companies from 2014 to 2019 to studies the links between the target firm′s innovative ability and the possibility of its making performance compensation commitments by logistic regression. Furthermore, this paper also attempts to verify the mediating effect of investment risk and the moderating effect of patent judicial environment, so as to systematically explain the main findings of this paper. The paper finds that target firms with greater innovation ability is more inclined to make performance compensation commitments and the link is more obvious in the regions without an ad hoc intellectual property arbitration court, suggesting that performance compensation commitment may be more similar to the "icing on the cake" effect for companies with high innovation ability. It is also found that the firms with innovation ability have lower investment risk and is more likely to fulfill the performance commitments.The results enrich the literatures on both innovative ability and performance compensation commitments and provide possible explanation and evidence for the popularity of performance compensation commitment. Practically, this paper suggests a new idea for the bidding company to identify high-quality underlying assets, i.e., target companies that are willing to make performance commitments are more likely to have high innovation capabilities. The paper also provides helpful empirical evidence for authorities to regulate M&A events. Authorities can reasonably allocate regulatory resources based on whether the company has given performance commitments, strengthening the supervision of target companies that have not made performance commitments in M&A transactions, further protecting the interests of investors.

Key words: performance commitment, innovative ability, M&A performance, signaling theory