摘要
本文针对契约弹性治理改善业绩承诺对盈余管理影响的问题,基于新三板公司2013—2019年间风险资本参与的融资事件,探讨不确定条件下的风险资本契约弹性治理是否能够缓解企业机会主义行为。检验结果显示:业绩承诺的签订加剧了企业的盈余操纵问题,业绩承诺目标实现难度越大,真实盈余管理尤其是斟酌性费用的缩减程度越强,但对应计盈余管理的影响并不显著。契约弹性治理有效缓和了业绩承诺对盈余操纵的负面影响,且在业绩波动不确定性更高的企业中作用更明显。考虑内生性问题、改变变量测量方式后,主要研究结论依然稳健。有别于信息不对称框架下的研究范式,文章强调不确定条件下弹性治理对缓解盈余管理的作用,对契约治理效力、机会主义行为、风投作用及风险承担等相关理论具有一定贡献。
As an additional clause of the investing and financing contract,the Valuation Adjustment Mechanism(VAM)is becoming more and more widely used in the equity financing practice because of its characteristics of periodical and conditional payment.According to the clause,the pricing of the target firm equity is contingent on the promised performance,called the performance standard.If the company fails to meet its performance goals,the original owners need to compensate the venture capital.However,some studies have shown that the phenomenon of“realizing just or a little above the promised standard”,and“accurate prediction”of Valuation Adjustment Mechanisms appears,which makes people doubt whether the enterprise has manipulated the surplus.Some scholars have studied Valuation Adjustment Mechanisms in the specific situations of“backdoor listing”and“non-tradable shares reform”,the pressure of VAMs on target performances likely leads to earnings manipulation.In the field of venture capital and start-up financing,the application of Valuation Adjustment Mechanism in investing and financing contracts shows a steady upward trend,but it is seldom researched seriously by scholars.Compared with the existing research,there are some differences in fact for the VAMs in venture capital contract and their executions,for example,subject maturity,the difference in corporate governance,whether the contract is legally enforced,and the difference in contract execution flexibility,etc.There is some flexibility in the execution of the contract,which has become a unique phenomenon worth paying attention to.The flexibility of execution relieves pressure from performance standards,so decrease motivations of earnings management.When the target firms fail to meet the performance standards,venture capitals have significant bargaining power to speak on the issue of determining whether the execution of the Valuation Adjustment Mechanisms or not.The flexible governance of contracts gives enterprises and entrepreneurs some easing space which will have an important impact on the opportunistic behaviors of earnings manipulation and long-term development of start-ups.Start-ups are an important carrier of the national innovation and development strategy.It is of great significance to study how to avoid the opportunistic behavior of start-ups for the long-term steady development of enterprises and the implementation of innovation strategy.Based on the financing events of startups by venture capital,this paper systematically arranges the financing events of venture capital participation in NEEQ(National Equities Exchange and Quotations)from 2013-2019,and counts the number of companies that signed Valuation Adjustment Mechanisms clause and the promised performance standards in the terms.The main research content is the impact of Valuation Adjustment Mechanisms clause on earnings management,especially the alignment of discretionary expenses,and the moderating role of flexible contract execution.This article mainly consists of the following three parts.The first part studies the impact of the signing of VAM,the difficulty of fulfilling the performance standards and the proportion of investment interruption by investors on the earnings management of start-ups,especially the reduction of discretionary expenses.The potential compensation pressure will aggravate the motivation for earnings manipulation.The studies have shown that since the Valuation Adjustment Mechanism period is usually 3-5 years,entrepreneurs are more likely to adopt real earnings management practices that last longer,especially reducing discretionary expenses,but the impact on accrued earnings management is not significant.The more difficult it is to complete the promised performance standards,the higher the proportion of investment interruption,the stronger the reduction of discretionary expenses.The second part studies the moderating role of contract flexible governance between VAM and real earnings management,and discusses whether the contractual flexible governance of venture capital under uncertain conditions can alleviate enterprise opportunistic behaviors.From the perspective of the reason of contractual flexible governance,this paper uses whether venture capital to participate in the board of directors as a measurement from the perspective of contract flexibility governance.The more soft information the venture capital can collect,the more probable the venture capital does contractual flexible governance.Contractual flexible governance weakens the potential performance pressure for entrepreneurs,makes certain negotiation space between entrepreneurs and venture capital,and then reduces the earnings management motivation due to the negative incentive pressure of Valuation Adjustment Mechanism.The test evidences show that contractual flexible governance effectively alleviates the negative impact of performance commitment on earnings management,especially the substantial reduction of discretionary expenses,and is more obvious in enterprises with higher uncertainty in performance volatility,the stronger the uncertainty,the more significant the moderating effect of contractual flexible governance.The third part was tested for robustness.The signing of the performance commitment agreement may not occur at random,also there may be endogenous problems such as measurement errors.This paper uses PSM matching,instrumental variables and other methods to alleviate endogenous problems,and the proportion of VAM signed in the financing events in the same industry and year is selected as the instrumental variable.In order to achieve more robust measures of contractual flexible governance,this paper also uses the counterfactual probability of the enterprise for flexible governance predicted by Logistic regression for the robustness.The robustness test results showed that the main conclusions do not change.Overall,the signing of VAM will aggravate the reduction of real earnings management,especially discretionary expenses.The contractual flexible governance effectively alleviates the motivation of entrepreneurs′real earnings management,and the stronger the uncertainty,the more significant the moderating effect.Accordingly,the article puts forward the following suggestions.Firstly,the performance standard of VAM is the key factor for both investment and financing parties to make prudent decisions according to the actual internal and external environment.The high standard of Valuation Adjustment Mechanism contract not only increases the risk of performance failure,but also indicates a strong possibility of earnings manipulation;secondly,the contract needs to be complementary to the governance,and venture capital actively participates in the board governance can easily collect soft information such as entrepreneurs′decision-making motivation,and then conduct status identification;thirdly,contract governance requires some flexibility on the basis of state recognition.Flexible governance is conducive to avoid opportunistic behaviors,and the long-term development of enterprises,promotes the effectiveness of contract and the improvement of capital market efficiency.
作者
黄福广
刘臻煊
邵艳
王贤龙
HUANG Fuguang;LIU Zhenxuan;SHAO Yan;WANG Xianlong(Business School of Nankai University,Tianjin 300071,China;Zhejiang University of Finance and Economics,Hangzhou 310018,China;School of Economics and Management,Hebei University of Technology,Tianjin 300131,China)
出处
《管理工程学报》
CSSCI
CSCD
北大核心
2023年第5期36-50,共15页
Journal of Industrial Engineering and Engineering Management
基金
国家自然科学基金青年项目(71702203)
国家社会科学基金资助项目(17BGL072)。
关键词
业绩承诺
盈余管理
契约弹性治理
不确定性
机会主义行为
Valuation adjustment mechanism
Earnings management
Contractual flexible governance
Uncertainty
Opportunistic behavior
作者简介
黄福广(1963-),男,河北唐山人,南开大学商学院教授、博士生导师,研究方向:风险投资、公司财务。
