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An Empirical Study on the Information Content and Economic Incentive of Parent-Subsidiary Cross Holdings
Tsai, Liu Ching
Kang, Jung Pao
Tsai, Liu Ching
Information signaling hypothesis
|Issue Date: ||2016-05-09 16:19:33 (UTC+8)|
|Abstract: || 我國法令原則上禁止庫藏股的交易，但實務上相當盛行母公司透過本身可完全控制的子公司來買回母公司股票，從經濟實質的觀點來看，此一交易屬於實質的庫藏股交易。本論文之目的在探討我國「子公司買回母公司股票」之實質庫藏股交易的資訊內涵，是否和資訊假說的含意相符；其次驗證對於發生諸如借殼上市之經營權移轉情形的公司而言，「子公司買回母公司股票」交易和公司大股東出脫持股俾追求自利的經濟誘因是否有關。研究主題一共發展3個研究假說，主要擬瞭解我國子公司買進母公司股票之交易行為的資訊內涵，俾了解此交易傳遞之資訊本質，並評估市場反應是否和此資訊有關。第二個研究主題共發展4個假說，係探討借殼上市公司內部人在借殼成功後，是否會利用子公司買進其借殼時增加的持股或融資交易的股票，俾舒解資金壓力。此外，亦驗證交易過程中的股價行為，是否和內部人為極大其獲利水準而可能進行股價操縱的股價行為相同。|
Companies are not allowed to buy back any of its own shares except in some special cases according to the Company Laws in Taiwan, but the practice that parent companies repurchase their own stocks through subsidiary companies (which is so called parent-subsidiary cross-holding transactions) is popular currently. From the economic substance view, the parent and subsidiary companies are treated as a single economic entity, and the parents' stocks held by their subsidiaries are treasury stocks in substance. Since the authorities and investors are all concerned with this issue, and previous work in this area is limited, this thesis investigates the information content and economic incentives of these transactions. Specifically, there are two research questions in this dissertation. The first is whether the transactions that subsidiary companies purchase parents' stocks convey any information about parents' future prospects? And whether the stock price reactions around announcement dates are positively related to parents' subsequent earnings changes. The next question is whether these transactions are motivated by insiders' intent to sell their own shares for self-interest? And is the stock price behavior around announcement dates consistent with the explanation that stock price is manipulated?
The findings of the first research question are as follows. First, I find no evidence that there are positive aggregate unexpected quarterly earnings relative to a size and industry-matched control sample over the announcement quarter and subsequent four ones. Second, the significant evidence that there are positive revisions of earnings forecasts by analysts around announcement dates also cannot be found. Finally, a regression analysis shows that there is no significant positive relation between positive abnormal stock returns at announcement and positive quarterly earnings changes over quarter 0 and quarter I. In summary, the results are not consistent with the implication of the information hypothesis. I find no systematic support for the firms' claims that the meanings behind parent-subsidiary cross holding transactions are to convey managements' private information about parents' favorable prospects.
With regard to the second research question, I focus primarily on those listed companies whose controls are obtained by unlisted companies through purchasing outstanding shares in the open market, these companies are not included in the sample of the first question. As predicted, I find systematic support for the hypotheses that shares owned by insiders and companies' margins decrease relative to control groups immediately following parent-subsidiary cross holding transactions announcements and that abnormal stock returns before and at announcements are positive. However, I show that the abnormal stock returns after the announcements do not fall bellow those before announcement dates significantly. In summary, the findings indicate that these transactions maybe a means for informed insiders to sell their own shares at manipulated high prices in order to alleviate the huge capital pressure by self-interest.
Overall, the transactions that subsidiary companies purchase parents' stocks are more likely to have relation to insider transactions and stock price manipulation, rather than convey favorable information about parents' prospects as what firms claim. Therefore, this thesis supports an act of prohibiting or limiting parent-subsidiary cross holdings proposed by the Ministry of Finance strictly. Besides, the results in this thesis may be helpful for investors to understand the nature of parent-subsidiary cross holdings when they make investment decisions.
|Source URI: ||http://thesis.lib.nccu.edu.tw/record/#A2010000121|
|Data Type: ||thesis|
|Appears in Collections:||[會計學系] 學位論文|
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