코스닥시장에서 기업지배구조와 인수합병공시효과

초록

Using the samples of 219 acquiring companies in KOSDAQ, the paper analyze the effects of governance on the performance of acquiring companies around the announcement. Unlike previous studies, this study includes acquisitions of business and acquisitions of stocks in the analysis. To measure the governance, I use the governance scores reported by the Korean Corporate Governance Services(KCGS) and scores of sub-category. To examine whether the effects of CG2(board) and CG4(audit) results from regulatory aspects, I divide the sample into two, small cap group and large cap group. Large cap group whose assets size is greater than 100 billion Korean Won should be obliged to have outside directors and auditors. Due to the small variation in overall governance scores among the small cap companies, I could not find a statistically significant results from the regression analysis for small cap group. However, after breakdown the governance scores into 5 categories, CG1(Shareholder right) has a significantly negative effects on CAR and CG4(audit) has a significantly positive effects on CAR. One of possible explanation is no separation of management from the ownership. Managements as owners will not pay much for the target firms and may save the cost for adopt the anti-takeover provisions (ATP). Because small cap company has small board of directors, it has not many outside directors. As a result, its CG2(board) are not much different from other small cap companies and CG2(Board) may have no significant effects on CAR. Regression results for large cap group indicate that CG(overall) has a significant and negative effects on CAR. This results comes from the dominant negative effects of CG1(Shareholder right). Because regulation forces the large cap companies to have outside directors and auditors, no large cap company seems to improve CG2(board) and CG4(audit) voluntarily further than its requirement.

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