本論文以實證檢驗是否主併銀行與目標銀行在公司治理與高階經理人薪酬的差異對其購併短期及長期綜效的影響，特別比較本國與跨國銀行合併的差異。透過併購的機制，主併銀行與目標銀行在公司治理制度的差異存在顯著的外溢效果。首先，就決定跨國併購的因素來看，當主併銀行與目標銀行之間國內生產毛額差異較小時，主併銀行較偏好進行跨國併購，特別是發生在主併銀行與目標銀行國家之間財政與貪污自由度存在相當大的差異時。當主併銀行具有較大規模的管理董事時，不利於1週和4週的併購溢酬。當主併銀行的高階經理人薪酬愈高，則4週的合併溢酬較高，但此結果在CAR和BHAR皆不成立。就長期併購綜效來看，當主併銀行高階經理人薪酬愈高，相當不利於長期併購綜效(以CAR和BHAR來衡量)。具體來說，主併銀行與目標銀行之間公司治理差異大，對併購的綜效是有害的；若主併銀行擁有較大規模的管理董事時，將會顯著提升併購後該銀行長期綜效。 This thesis is aimed to investigate empirically whether difference in corporate governance between acquirer and target banks through Cross-Border Merger and Acqisition (CB M&As) are associated with better or worse operating performance from short- and long-term perspective. We focus on how board size, the compositions of the boards of directors and ownership concentration significantly influence bank merger premiums through CB M&As. We record that CB M&As are a mechanism how banks improve the corporate governance. Banks in a country with higher GDP and small difference in GDP between target and bidder would like to engage the cross-border deal. However, bank would like to take CB M&As as a country with larger gap in monetary and corruption of freedom. Acquiring bank with larger number of managing director in board would demonstrate bad performance measured as takeover premiums of 1day, 1 week, and 4 weeks. In addition, bidder banks with higher CEO compensation are more like to have higher takeover premiums of 4 weeks, but this case does not hold in CAR (Cumulative Abnormal Returns) and BHCAR(Buy-and-Hold Abnormal Returns).Regarding the long-term performance, bidder banks with higher CEO compensation are more like to have lower takeover premiums of CAR and BHCAR. Specifically, larger governance difference between bidder and target are harmful to bidder bank’s long-term takeover synergies. Bidder banks with larger managing directors in their boards would enhance the longer-term post M&A performance.
