M&A 대가지급방식과 매도자가 대상기업의 이익조정에 미치는 영향

초록

This study analyzes whether the earnings management of M&A targets differs depending on the payment method, and whether there is a difference in earnings management when a PEF (Private Equity Fund) that specializes in buying companies sells and when a general corporation sells.This study is the first paper to analyze the differences in earnings management of M&A targets by payment method for domestic companies, and the first paper to empirically analyze the earnings management of PEF targets. Previous studies have lacked research on the earnings management of M&A targets. This study assumes that the reason for the different results on the earnings management of target firms in previous studies is the payment method in M&A. This study analyzes the earnings management of target firms by dividing it into discretionary earnings management and actual earnings management. We analyzed domestic target companies that conducted M&A from 2012 to 2021. We analyzed a sample of 211 cash payment targets, 29 stock exchange targets, and 11 PEF targets. Discretionary earnings management is measured by Kothari et al.'s (2005) performance-adjusted discretionary accruals, and real earnings management is measured by Roychowdhury's (2006) real earnings management model. The findings of this study are as follows. First, there is a significant difference in realized earnings management between M&A targets through cash payment and M&A targets through share exchange. In the case of M&A through share exchange, the target company's earnings management behavior affects the subsequent price of the stock, but in the case of cash payment, the future relationship between the seller and the buyer is severed by the purchase and sale contract, and earnings management occurs in this process. In addition, earnings management through discretionary accruals is interpreted as actual earnings management due to the high risk of being detected by due diligence. Second. When the seller is a PEF, it was found that the seller engages in relatively lower earnings management behavior than other sellers. We interpret this as PEFs managing earnings downward for a favorable deal. We conclude that PEFs engage in downward earnings management to facilitate the sale of the firm, and that earnings management is accomplished through real earnings management. The above results are significant in that they expand our understanding of earnings management in M&A by analyzing the payment method and earnings management of PEFs, which have not been addressed in previous studies, and are expected to have implications for future researchers studying M&A and earnings management. The policy implications of this study are expected to provide useful implications for policy authorities and external rating agencies to consider the evaluation and supervision of mergers and acquisitions.

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