| Merger and acquisition of capital market has become a very prominent activity in modern economic activities,and has become the main way to optimize the allocation of enterprise resources and capital operation.Until now,western developed countries have achieved rapid expansion of enterprises and accelerated industrial upgrading through a large number of mergers and acquisitions,which has had a far-reaching impact on western economic development.Chinese enterprises are in the period of economic transition.Under the background of strengthening the construction of capital market and perfecting the relevant laws and regulations of merger and acquisition,mergers and acquisitions have sprung up in Chinese enterprises,and more and more enterprises are carrying out mergers and acquisitions.However,relevant research shows that mergers and acquisitions do not always increase shareholder value,sometimes it will cause shareholder value loss.Behavioral finance theory integrates psychological and sociological research results into the field of financial research.The results show that managers often have irrational psychology of overconfidence,and this psychology will have an impact on corporate decision-making.Then,compared with rational managers,will overconfident managers carry out M&A activities more because they overestimate their capabilities?Furthermore,can corporate governance effectively restrain the behavior of managers and protect the interests of shareholders?Can a good corporate governance mechanism reduce the level of managers’ overconfidence,thus affecting the company’s M&A decisions?The research in this paper is of great significance.Its theoretical significance is it can enrich the research literature of corporate finance theory,and provide theoretical basis for the investment behavior of listed manufacturing companies in China,such as diversified investment,underinvestment and malignant capital increase.From a practical point of view,it can promote managers to make more rational decisions and provide certain reference for companies to create growth space.This paper is mainly divided into five parts:The first part is the introduction,which mainly includes the significance of this study,research ideas and research methods,and reviews and summarizes the relevant literature on managers’overconfidence,enterprise mergers and acquisitions and corporate governance at home and abroad.The second part is the definition of the related concepts and theoretical basis of this article.This part defines the important concepts of M&A,Managerial Overconfidence and corporate governance,and introduces the theoretical basis of this paper,namely principal-agent theory,efficiency theory,information asymmetry theory,cognitive bias theory and so on.The third part is the theoretical analysis and hypothesis,including describing and analyzing the current situation of M&A of listed manufacturing companies in China.Based on the relevant theoretical basis,this paper puts forward the hypothesis of this study.The fourth part carries on the empirical test to the hypothesis of this paper.This paper takes 8012 sample data of A-share listed companies in China’s manufacturing industry from 2013 to 2017 as the research object,makes descriptive statistics,correlation analysis and uses multiple regression method to carry on the empirical test to the research hypothesis put forward in this paper.The fifth part is the conclusion of this paper,and puts forward relevant policy recommendations and prospects for future research.From the perspective of corporate governance,this paper comprehensively explores whether better corporate governance can reduce the impact of managers’overconfidence on M&A decision-making.It combines normative research with empirical research.The study finds that:(1)Overconfidence of managers of listed manufacturing companies in China is positively correlated with the probability and frequency of M&A,which indicates that managers have irrational psychology of overconfidence and are more likely to implement M&A activities;(2)Further empirical results show that compared with non-state-owned listed companies,state-owned nature can regulate the relationship between them;the larger the board size,Managers’ overconfidence has less impact on the frequency and probability of M&A.Compared with the two positions of general manager and chairman,the relationship between them can be weakened when the two positions are not concurrent. |