关键词: 公司违规, 并购防御, 外部接管压力, 控制权市场

Abstract: Based on the background of the activation of the control market in China, this paper employs a Bivariate Probit model with partial observability to explore the relationship between corporate M&A defense and fraud from the perspective of internal regulation formulation. It proposes the “catalyst” effect and “decompression” effect of corporate defense affecting corporate fraud, and empirically tests the relationship between corporate M&A defense mechanism and corporate fraud based on the data of A-share listed companies in Shanghai and Shenzhen from 2006 to 2018. The empirical results show that corporate M&A defense mechanism affects corporate fraud mainly through the “catalyst” effect. Mechanism tests find that corporate M&A defense mechanism leads to an increase in corporate fraud by reducing market attention, weakening market deterrence, and empowering the management, which further support the “catalyst effect” of corporate M&A defense on corporate fraud.
This study provides a new perspective on research related to corporate fraud. Existing studies on corporate fraud mainly focus on exploring the motivations for fraud or the effects of third-party intervention on fraud, neglecting the important external governance mechanism of the company control rights market. With the gradual activation of the control rights market, as one of the external governance mechanisms for companies, how does the implementation of corporate defense by companies impact corporate fraud? This study explores the above question, providing a new perspective for research related to violations. Secondly, it enriches existing research on corporate defense, discovering new pathways through which the control rights market influences company behavior. Existing research on the relationship between corporate defense and corporate governance has not reached a unified conclusion and mainly focuses on exploring the relationship between corporate defense and company value, company performance, and investor protection. This study, by examining the relationship between corporate defense and corporate fraud, not only enriches research related to corporate defense but also identifies a new pathway through which the control rights market influences company behavior. Thirdly, existing research on the effects of corporate defense on corporate governance mainly focuses on more mature economic markets. This study proposes two possible mechanisms through which corporate defense influences corporate fraud-the “catalyst” and the “decompression” effects, proving that in the Chinese context, corporate defense mainly exerts the “catalyst” effects on corporate fraud. This provides more empirical evidence from a large sample in an emerging economic market, contributing to the understanding of the corporate governance effects of corporate defense.

Key words: Corporate Fraud, Corporate M&A Defense, External Takeover Pressure, Control Market