关键词: 契约不完全, 国内垂直并购, 国有企业, 非国有企业

Abstract: Literature that explores the mechanism of vertical M&A in China from a micro perspective is relatively scant. In view of this, the paper extends the classical model of contract incompleteness—GHM model. We firstly build a multi-stage sequential production model which can distinguish the ownership structural difference and can reflect the vertical M&A of Chinese manufacturing companies from the perspective of incomplete contracts. On this basis, with the merger of the BVD-Zephyr global M&A transaction analysis database and the CSMAR database, we empirically test the above theory at the micro level. The empirical and theoretical results both evidence the central role played by contract incompleteness in determining and explaining the mechanism of internal promotion of domestic vertical mergers and acquisitions. Besides, we also find that in substitute industries, non-state-owned manufacturing listed companies more tend to integrate upstream production process during domestic M&A, while in complementary industries, non-state-owned manufacturing listed companies more tend to integrate downstream production process during domestic M&A. The above two effects will be significantly enhanced with the increase of the incompleteness of contracts.

Key words: Contract Incomplete, Vertical M&A in China, State-owned Enterprises, Non-state-owned Enterprises