Using Chinese publicly listed firms from 2007 to 2020, this study empirically explores the impact of non-controlling shareholders’ network on the corporate excess goodwill. We find that the centrality of non-controlling shareholders’ network significantly decreases the excess goodwill from mergers and acquisitions, indicating that non-controlling shareholders’ network can restrain the goodwill bubbles. Moreover, the inhibitory effect of non-controlling shareholders’ network on excess goodwill stems from pressure-resistant institutional investors and individual investors. This effect is achieved through the information effect, resource effect, and governance effect. Furthermore, this inhibitory effect is more pronounced in firms located in less developed regions and legal environments, and firms with lower audit quality. In conclusion, non-controlling shareholders’ network plays a positive role in the restriction of excess goodwill in listed companies.

Local financial development is crucial for advancing regional financial supply side structural reform, enabling local governments to leverage financial instruments to effectively mobilize land resources and foster competitive growth. The introduction of numerous financial products linked to land-related rights and interests has resulted in a pronounced transmission and interconnection of fiscal and financial risks across regions. This study examines the impact of local financial development on land financialization in China using panel data from prefecture-level cities and detailed information on land mortgages. The findings indicate that the establishment of city commercial banks (CCBs) contributes to the progress of land financialization by incentivizing local government financing vehicles to participate in land mortgage financing, increasing the transfer of debt risks to the financial sector. Notably, the impact of CCBs on land financialization is more pronounced in regions with urban agglomeration, high GDP manipulation, inadequate local financial regulation, and robust implicit government guarantees. Further analysis reveals that CCB establishment has negative spillover effects on land financialization in neighboring areas, while expansion strategies such as establishing intercity branches, engaging in cross-regional mergers, and relaxing regulations have mitigated the rise of land financialization at the regional level. This study provides policy recommendations that focus on reducing local governments’ reliance on land financing and enhancing the prevention and management of financial risks.

This study investigates the impact of non-controlling shareholders' network on corporate excess goodwill using Chinese publicly listed companies from 2007 to 2020. We find that a stronger centrality of non-controlling shareholders' network leads to a significant decrease in excess goodwill resulting from mergers and acquisitions. This implies that the non-controlling shareholders’ network has a significant inhibitory effect on the occurrence of goodwill bubbles. Mechanism analysis finds that non-controlling shareholders' network can inhibit excess goodwill thorough information effect, resource effect, and governance effect. Furthermore, this inhibitory effect is attributed to pressure-resistant institutional investors and individual investors, and is more pronounced in firms located in less developed intermediary market and legal system environment, as well as firms with lower audit quality. In summary, the non-controlling shareholders' network plays a positive role in curbing excess goodwill in listed companies.

Capital misallocation is a crucial factor that hinders the high-quality development of the capital market. Taking mergers and acquisitions (M&A) cases of Chinese listed companies from 2007 to 2019 as samples, this study finds that there is a mismatch between the target firm’s profit quality and the M&A premium. Moreover, based on the dual perspective of acquirer and target motivations, this study demonstrates that the target firm’s insufficient motivation to improve its information quality is the primary cause of a capital mismatch. Factors that can enhance the motivation of the target, such as improving financial services and facilitating labour flow, are the cure for capital misallocation. It is a crucial study to understand China’s capital misallocation and of great theoretical and practical significance to understand the combination of efficient markets and effective governments in emerging markets.

Using data from 123 reverse mergers (RMs) in China, this study investigates the determinants and economic consequences of auditor choice in RMs. We find that the choice of a new auditor instead of the incumbent auditor is not related to auditor competence but to the relative bargaining power of RM firms and publicly listed firms (shell firms), and that the probability of choosing new auditors is higher when RM firms have more bargaining power relative to shell firms. We also find that hiring new auditors in the RM is associated with a higher valuation of injected assets and higher pre-listing income-increasing discretionary accruals in RM firms. Furthermore, post-merger firms exhibit drops in accounting performance and firm value and are more likely to restate their financial reports within 3 years of listing when new auditors are appointed in RMs. Finally, the cross-sectional test shows that this effect mainly exists in the context of RMs where the newly appointed auditor is a non-Big 10 auditor and a non-specialist auditor. Overall, our results emphasize the role of RM firms and shell firms in auditor choice for RMs and highlight the implications of such a joint decision on investor protection.

Mainland China traditionally maintained the one-share-one-vote (OSOV) principle. Since 2019, however, Chinese authorities have introduced rules supporting the dual-class equity structure (DCES) for “innovative enterprises.” Due to concerns about investor-protection issues, China’s DCES currently operates as a “stringent permit system,” and as of the end of June 2023, only eight corporations have achieved listings with DCES adopted. This article provides a broad and profound policy analysis of the Chinese DCES system, including empirical analyses on the eight existing DCES cases. Also, this article explores the legal and economic aspects of investor-protection issues with respect to the China’s DCES. Regarding DCES rules in the context of investor protection, this article examines “three sets of investor safeguard measures”: (1) “three numerically speciffed rules” (this article calls the three rules the “10% equity rule,” the “10-time voting-right rule,” and the “2/3 voting-right rule”); (2) “sunset provisions” (such as event-driven sunset and time-based sunset); and (3) “rules converting special-voting shares (shares with higher voting rights) into shares with one vote” (such as conversion in mergers and a conversion in an amendment of the charter). Due to the concerns about the prevailing practice of tunneling in China, this article argues in favor of the “DCES with enhanced investor protection.” To foment founders’ entrepreneurship and allow more corporations with the DCES, however, this article recommends that the Chinese authorities gradually relax the implementation of the current DCES system of de facto stringent permit system. The future relaxation of the stringent permit system will also be beneffcial for China because, as a result of the escalated tension with the U.S., China has already lost a substantial portion of its reliable DCES-IPO markets in the U.S. Also, DCES-IPO markets in Hong Kong is still inactive. Thus, the establishment of viable DCES-IPO markets will soon be necessary in Mainland China.

We investigate the employment consequences of earnings management. Using audit firm consolidation as an exogenous shock impacting earnings management, we find a positive casual effect of firm-level earnings management on employment growth. The effect is concentrated in privately owned enterprises and firms with higher operational risk, consistent with earnings management affecting labor dynamics by influencing employees’ perceptions of job security and subsequent career decisions. We further document a crowding out effect in local labor market, where a firm’s earnings management negatively influences the employment growth of local peer firms.

This paper explores the relationship between corporate social responsibility (CSR) and timeliness of goodwill impairment. Goodwill is the premium that is paid when a business is acquired. If the value of the business declines, goodwill impairment occurs. Deliberately delaying goodwill impairment (timeliness) is a widespread ethical issue. Based on all the mergers of Chinese listed companies during 2010–2019, we study the motivation of corporate charitable donations when facing the risk of goodwill impairment. Our results suggest that long-term (consistent) charitable donations reflect more altruist social responsibility than short-term (suddenly increased) donations. In particular, firms that make more long-term donations tend to report goodwill impairment timely, while firms making excessive short-term donations are more likely to delay goodwill impairment. Furthermore, we find that short-term donation is motivated not only to cover up the goodwill impairment delay, but also to provide insurance-like protection when delayed impairment is announced. Our results also suggest that moral licensing plays a role in inducing such opportunistic behaviors. To address the endogeneity problem, we use the number of provincial charitable funds and the number of provincial deaths due to natural disasters as instrumental variables for short-term excessive donations.

Distinct from existing studies on general institutional investors and institutional investor cliques, this study examines how common institutional owners, who simultaneously hold more than 5% equity blocks in at least two publicly traded firms within the same industry, influence firms’ bad mergers and acquisitions (M&As) in China. Contrary to the “conspiracy tort” view, according to which common institutional owners are more likely to vote for bad M&A deals to pursue internalized gains from industry portfolios (Antón et al., 2022b), our results strongly support the “synergy governance” view, according to which common institutional owners perform more actively and effectively in monitoring against bad M&As and improving M&A quality. There is further evidence that common institutional owners with greater peer linkages and industry power and longer-term holdings are more likely to oppose deals with negative acquirer returns. Finally, we find that the effect of common institutional ownership on M&As is more pronounced among firms with stronger earnings management, moderate stock return synchronicity, less management shareholding and higher management expenses. The results are consistent with the “synergy governance” hypothesis whereby common institutional owners are able to leverage their advantages of industry information and supervisory experience to improve the information environment and corporate governance of the firms they hold. Overall, in China’s market, common institutional owners play an active external governance role and effectively improve M&A quality.

This paper examines the association between acquisition performance commitment and earnings management in an emerging market where investor protection mechanisms are not well established. Based on a sample of acquisition transactions by listed firms in China during 2008-2017, we find evidence that firms committed to certain performance targets in acquisition transactions tend to engage in earnings management to meet their commitments. This phenomenon is more pronounced at the later stage of the commitment period. Further, the positive relation between performance commitment and earnings management is attenuated by a stronger governance structure. Finally, we find firms that managed to just meet performance targets experience worsened accounting-based and market-based performances and higher probability of goodwill impairments immediately after the commitment period. This paper contributes to the acquisition literature by providing evidence from an emerging market of post-contractual opportunistic behavior.