Влияние состава совета директоров на принятие решений о слиянии и поглощении и деятельность компаний после трансграничных сделок по слиянию и поглощению: на примере компаний из стран с переходной экономикой

Since the beginning of the 1990s, the number of mergers and acquisitions in the world began to grow rapidly. Between 1990 and 2000, the number of deals increased more than three times from 12,594 to 40,090 per year1 . As a result, their influence began to spread not only on the performance of newly formed companies, but on the industries in which these companies operate.
Cross-border M&As should be among important mechanisms of globalization. The superior share of flows of foreign direct investment, which are the prime instrument for business engagement across borders, nowadays is represented by cross-border M&As rather than greenfield investment. (Kang N. and Johansson S., 2000)
In 2020 in the world were concluded 45,652 M&A transactions. 10,000 deals of them represent cross-border M&As, that is almost the fourth part of all transactions (22%)2. The role of cross-border M&As in the global economy is quite large, because the growth in the number of such kind of transactions is one of the main factors for increasing the flow of foreign direct investment.
Most of the M&A deals occur in developed countries, but the share of countries with emerging economies is also quite large, especially in the case of the annual growth in the number of transactions. One of the main motives of cross-border M&A deals for companies from emerging markets is fast access to technologies. Due to the fact that the rapid growth in the number of M&As has occurred and attracted the attention of researchers relatively recently, this topic has not been sufficiently studied yet. In addition, most of the existing researches focused on the period when there was a rapid growth in the number of transactions namely between 1993 and 2000.
The boards of directors and its composition have a huge impact on decision and performance of firms. In a situation where a company goes through such complex processes as cross-border M&As, the characteristics of the board of directors become even more crucial. Board mistakes can lead to the failure of the entire transaction. In this regard, it is very important to understand what features of the composition of the board of directors have impact on the performance of firms in the post-acquisition period, in order to conduct a successful transaction. Apart from it, while companies in developed countries apply research findings on the impact of board composition, companies from emerging markets are not so active, that is why it is important to conduct research specifically targeted at developing countries.
1 https://imaa-institute.org/mergers-and-acquisitions-statistics/ 2 https://imaa-institute.org/m-and-a-statistics-transaction-type/
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In this master thesis, the impact of board of directors composition on M&A decision and post-M&A performance in cross-border M&A transactions is studied. The research is focused on emerging market firms from manufacturing industries of China, Russia and India.
The subject of master thesis is the impact of board of directors composition on M&A decision and post-M&A performance.
The object of master thesis is cross-border M&A transactions.
The research goal is to reveal the impact of board of directors composition on M&A decision and post-M&A performance in cross-border M&A transactions. In accordance with the stated goal, the following objectives are considered in the work:
• board of • • board of •
to study and analyze existing theoretical and empirical studies on the impact of directors composition on M&A decision and performance;
to define a research methodology for achievement of research goal;
to carry out an empirical research in order to identify the characteristics of the directors that affect M&A decision and post-M&A performance;
to analyze the data and to develop managerial implications based on the results of empirical research.
The research results should provide the answers for the following research questions:
1. What characteristics of the board of directors influence cross-border M&A decision?
2. What characteristics of the board of directors influence cross-border M&A
performance?
The theoretical contribution of this work is identification of board of directors
characteristics which have an impact on M&A decision and post-M&A performance in cross- border M&A deal specifically for emerging market firms.
The practical contribution of this paper is recommendations how to use results of research in order to receive positive impact on cross-border M&A transactions.
This master thesis consists of introduction, three chapters and conclusion. In the first chapter, the review of existing literature will be conducted. In the second chapter, the methodology of research will be defined. In the third chapter, empirical results of research will be shown. Apart from it, theoretical and managerial implications as well as limitations for future research will be formulated.