Which of these people is your future CEO?

Americans have long believed that U.S. military officers--trained for high-stakes positions, resilience, and mental agility--make excellent CEOs. That belief is sound, but the authors' analysis of the performance of 45 companies led by CEOs with military experience revealed differences in how the branches (Army, Navy, Air Force, Marine Corps) prepare leaders for business. Those differences reflect the trade-off between flexibility and process that each branch of the armed services must make. Army and Marine Corps officers operate in an inherently uncertain environment. They define the mission but then give subordinates the flexibility to adjust to realities on the ground. This leadership experience tends to turn out business executives who excel in small firms, where they can set a goal and then empower others to work toward it. Navy and Air Force officers, who operate expensive, complex systems such as submarines and aircraft carriers, are trained to follow processes to the letter, because even small deviations can have large consequences. In corporations, these leaders excel in regulated industries and in firms that take a process approach to innovation. The larger lesson that the military can offer the business world is that fit matters. Different circumstances demand different leadership skills. Hire the person who fits the job.     

什么样的公司有财务造假嫌疑？——来自香橼公司和浑水公司的启示

2011年，中国概念股因财务造假问题遭遇做空潮，引发广泛关注。香橼公司和浑水公司作为做空中国概念股的主要机构。在揭露中国概念股财务造假方面十分精准。分析香橼和浑水做空研究报告发现。中国概念股所表现出的一些表性特征与财务造假有极强的正向相关性。这些特征主要包括：远高于同行业的毛利率；报给工商和税务部门的文件与报给SEC的不一致；有隐瞒关联交易的情形或收入严重依赖关联交易；可疑的主要股东和管理层股票交易；审计事务所名不见经传且信誉不佳；管理层的诚信值得怀疑；更换过审计事务所或CFO；过度外包、销售依赖代理或收入通过中间商；复杂难懂的超过商业实际需要的公司结构；超低价发行股票。香橼和浑水公司发现中国概念股财务造假和做空的过程启示我们：第一。推行上市公司分行业监管有利于监管人员发现上市公司的财务问题。第二，建立预警指标体系有助于监管人员排查、甄别上市公司的财务问题。     

什么样的公司有财务造假嫌疑?——来自香橼公司和浑水公司的启示

2011年,中国概念股因财务造假问题遭遇做空潮,引发广泛关注。香橼公司和浑水公司作为做空中国概念股的主要机构,在揭露中国概念股财务造假方面十分精准。分析香橼和浑水做空研究报告发现,中国概念股所表现出的一些表性特征与财务造假有极强的正向相关性。这些特征主要包括:远高于同行业的毛利率;报给工商和税务部门的文件与报给SEC的不一致;有隐瞒关联交易的情形或收入严重依赖关联交易;可疑的主要股东和管理层股票交易;审计事务所名不见经传且信誉不佳;管理层的诚信值得怀疑;更换过审计事务所或CFO;过度外包、销售依赖代理或收入通过中间商;复杂难懂的超过商业实际需要的公司结构;超低价发行股票。香橼和浑水公司发现中国概念股财务造假和做空的过程启示我们:第一,推行上市公司分行业监管有利于监管人员发现上市公司的财务问题。第二,建立预警指标体系有助于监管人员排查、甄别上市公司的财务问题。     

What Companies Need to Know About International Cross‐Listing

This article addresses four questions about cross‐listing by non‐U.S. companies on a U.S. stock exchange: Why do companies cross‐list? Does a U.S. listing increase firm value? If so, what are the sources of the increased valuation? And finally, how has the Sarbanes‐Oxley Act (SOX) affected the value of a U.S. listing? Both managerial surveys and academic research show that companies list in the U.S. to increase visibility and share liquidity, to broaden their shareholder base, to gain access to cheaper financing and reduce the cost of capital, and, in some cases, to implement a global business strategy. Foreign companies also typically cross‐list after periods of strong market performance and experience a positive valuation effect around the time of listing, but then underperform the market in the period after the cross‐listing. On average, cross‐listed companies exhibit higher valuations than their home‐market peers, but with significant variation based on firm characteristics: The valuation premiums are larger for smaller companies with higher past sales growth, higher ROAs, and lower financial leverage. In the long run, the companies that show a permanent increase in valuation are those that succeed in expanding their U.S. shareholder base and improving their levels of shareholder protection. Finally, the evidence suggests that SOX, while perhaps deterring some would‐be overseas listings, has not seriously eroded the net benefits of a U.S. listing.     

Global gamesmanship

Competition among multinationals these days is likely to be a three-dimensional game of global chess: The moves an organization makes in one market are designed to achieve goals in another in ways that aren't immediately apparent to its rivals. The authors--all management professors-call this approach "competing under strategic interdependence," or CSI. And where this interdependence exists, the complexity of the situation can quickly overwhelm ordinary analysis. Indeed, most business strategists are terrible at anticipating the consequences of interdependent choices, and they're even worse at using interdependency to their advantage. In this article, the authors offer a process for mapping the competitive landscape and anticipating how your company's moves in one market can influence its competitive interactions in others. They outline the six types of CSI campaigns--onslaughts, contests, guerrilla campaigns, feints, gambits, and harvesting--available to any multiproduct or multimarket corporation that wants to compete skillfully. They cite real-world examples such as the U.S. pricing battle Philip Morris waged with R.J. Reynolds--not to gain market share in the domestic cigarette market but to divert R.J. Reynolds's resources and attention from the opportunities Philip Morris was pursuing in Eastern Europe. And, using data they collected from their studies of consumer-products companies Procter & Gamble and Unilever, the authors describe how to create CSI tables and bubble charts that present a graphical look at the competitive landscape and that may uncover previously hidden opportunities. The CSI mapping process isn't just for global corporations, the authors explain. Smaller organizations that compete with a portfolio of products in just one national or regional market may find it just as useful for planning their next business moves.     

The coming commoditization of processes

Despite the much-ballyhooed increase in outsourcing, most companies are in do-it-yourself mode for the bulk of their processes, in large part because there's no way to compare outside organizations' capabilities with those of internal functions. Given the lack of comparability, it's almost surprising that anyone outsources today. But it's not surprising that cost is by far companies' primary criterion for evaluating outsourcers or that many companies are dissatisfied with their outsourcing relationships. A new world is coming, says the author, and it will lead to dramatic changes in the shape and structure of corporations. A broad set of process standards will soon make it easy to determine whether a business capability can be improved by outsourcing it. Such standards will also help businesses compare service providers and evaluate the costs versus the benefits of outsourcing. Eventually these costs and benefits will be so visible to buyers that outsourced processes will become a commodity, and prices will drop significantly. The low costs and low risk of outsourcing will accelerate the flow of jobs offshore, force companies to reassess their strategies, and change the basis of competition. The speed with which some businesses have already adopted process standards suggests that many previously unscrutinized areas are ripe for change. In the field of technology, for instance, the Carnegie Mellon Software Engineering Institute has developed a global standard for software development processes, called the Capability Maturity Model (CMM). For companies that don't have process standards in place, it makes sense for them to create standards by working with customers, competitors, software providers, businesses that processes may be outsourced to, and objective researchers and standard-setters. Setting standards is likely to lead to the improvement of both internal and outsourced processes.     

Getting offshoring right

The prospect of offshoring and outsourcing business processes has captured the imagination of CEOs everywhere. In the past five years, a rising number of companies in North America and Europe have experimented with this strategy, hoping to reduce costs and gain strategic advantage. But many businesses have had mixed results. According to several studies, half the organizations that have shifted processes offshore have failed to generate the expected financial benefits. What's more, many of them have faced employee resistance and consumer dissatisfaction. Clearly, companies have to rethink how they formulate their offshoring strategies. A three-part methodology can help. First, companies need to prioritize their processes, ranking each based on two criteria: the value it creates for customers and the degree to which the company can capture some of that value. Companies will want to keep their core (highest-priority) processes in-house and consider outsourcing their commodity (low-priority) processes; critical (moderate-priority) processes are up for debate and must be considered carefully. Second, businesses should analyze all the risks that accompany offshoring and look systematically at their critical and commodity processes in terms of operational risk (the risk that processes won't operate smoothly after being offshored) and structural risk (the risk that relationships with service providers may not work as expected). Finally, companies should determine possible locations for their offshore efforts, as well as the organizational forms--such as captive centers and joint ventures--that those efforts might take. They can do so by examining each process's operational and structural risks side by side. This article outlines the tools that will help companies choose the right processes to offshore. It also describes a new organizational structure called the extended organization, in which companies specify the quality of services they want and work alongside providers to get that quality.     

Will you survive the services revolution?

Of late, offshoring and outsourcing have become political hot buttons. These o words have been conflated to mean that high-paying, white-collar jobs have been handed to well-trained but less expensive workers in India and other locales. The brouhaha over the loss of service jobs, which currently account for over 80% of private-sector employment in the United States, is not merely an American phenomenon. The fact is that service-sector jobs in all developed countries are at risk. Regardless of what the politicians now say, worry focused on offshoring and outsourcing misses the point, the author argues. We are in the middle of a fundamental change, which is that services are being industrialized. Three factors in particular are combining with outsourcing and offshoring to drive that transformation: The first is increasing global competition, where just as with manufactured goods in the recent past, foreign companies are offering more services in the United States, taking market share from U.S. companies. The second is automation: New hardware and software systems that take care of back-room and front-office tasks such as counter operations, security, billing, and order taking are allowing firms to dispense with clerical, accounting, and other staff positions. The third is self-service. Why use a travel agent when you can book your own flight, hotel, and rental car online? As these forces combine to sweep across the service sector, executives of all stripes must start thinking about arming and defending themselves, just as their manufacturing cousins did a generation ago. This will demand proactive and far-reaching changes, including focusing specifically on customer preference, quality, and technological interfaces; rewiring strategy to find new value from existing and unfamiliar sources; de-integrating and radically reassembling operational processes; and restructuring the organization to accommodate new kinds of work and skills.     

Discovering new points of differentiation

Most profitable strategies are built on differentiation: offering customers something they value that competitors don't have. But most companies concentrate only on their products or services. In fact, a company can differentiate itself every point where it comes in contact with its customers--from the moment customers realize they need a product or service to the time when they dispose of it. The authors believe that if companies open up their thinking to their customer's entire experience with a product or service--the consumption chain--they can uncover opportunities to position their offerings in ways that neither they nor their competitors though possible. The authors show how even a mundane product such as candles can be successfully differentiated. By analyzing its customers' experiences and exploring various options, Blyth Industries, for example, has grown from a $2 million U.S. candle manufacturer into a global candle and accessory business with nearly $500 million in sales and a market value of $1.2 billion. Finding ways to differentiate one's company is a skill that can be nurtured, the authors contend. In this Manager's Tool Kit, they have designed a two-part approach that can help companies continually identify new points of differentiation and develop the ability to generate successful differentiation strategies. "Mapping the Consumption Chain" captures the customer's total experience with a product or service. "Analyzing Your Customer's Experience" shows managers how directed brainstorming about each step in the consumption chain can elicit numerous ways to differentiate any offering.     

Smart Growth—Creating Real Long-term Value

Most U.S. business leaders appear to believe that all businesses either “grow or die”—and many act as if they believed that all growth is good, and that public companies should grow in a linear, continuous manner as reflected in ever-increasing quarterly earnings. But if these tenets of “the U.S. Growth Model” inform the short-term business view that prevails in many C-suites and boardrooms, there has been surprisingly little analysis of the extent to which the pursuit of continuous growth translates into longer-run success. In this article, the author reports finding no theoretical or empirical support in the fields of economics, finance, strategy, organizational design (or biology) for the idea that continuous growth is either a realistic possibility or a useful corporate objective. In business organizations, the pursuit of continuous growth can drive bad corporate behavior and inhibit real growth and innovation. Based on extensive research, the author suggests a new model of “smart growth”—one in which companies grow successfully by building internal comprehensive systems designed to encourage growth through specific kinds of culture, leadership, and processes. Smart-growth companies use experimental learning processes designed to test growth ideas and build diversified “growth portfolios” while also attempting to limit the risks associated with the pursuit of growth.     

透视国内企业海外上市案例

近年来有不少中国企业寻求到境外资本市场上市,其中有一些试图以买壳上市的方式进入美国市场。本文主要通过案例研究,分析国内企业在美国买壳上市运作的战略性考虑因素以及操作方法,希望能够帮助国内企业经理人员准确了解这种上市途径和方式,避免有关决策上的盲目性和片面性     

DESIGNING CAPITAL STRUCTURE TO CREATE SHAREHOLDER VALUE

In the past decade, many U.S. companies have launched aggressive share repurchase programs with the expectation that value can be created by returning excess capital to shareholders and moving the firm closer to its optimal capital structure. But how much capital does a company really need to support its business activities? This article presents an economic framework or “model” that can be used to simulate the effect of various capital structure choices on shareholder value. The fundamental insight underlying the model is that judicious use of debt can add value by reducing corporate taxes and strengthening management incentives to increase efficiency, but that too much debt can result in a loss of business and perhaps a costly reorganization. Indeed, one of the key findings of the authors' recent research is that companies with highly leveraged balance sheets suffer disproportionately large losses in market share and value during industry downturns. As illustrated in a case study of a hypothetical general merchandiser, the model makes it possible to identify an optimal debt-equity ratio (and percentage of fixed- versus floating-rate debt)—one that balances the value of the tax shield from debt against the increased risk of financial distress.     

FUTURE VALUE: THE $7 TRILLION CHALLENGE

As of May 2003, $7.6 trillion (or 58%) of the aggregate value of the U.S. stock market represented "future value"–that portion of value that does not depend on current operating performance but rather on anticipated growth. This concept of future growth value is especially important in newer industry sectors and among companies whose value is based heavily on intangible assets, such as brand and proprietary knowledge. But traditional accounting remains focused on tangible assets. And because most executives rely on accounting- based financial data to run their businesses, they end up focusing on current operating results when they should be investing in strategies that optimize future growth. In short, many of the assets that are most responsible for creating value in today's economy are not managed as well as they could be.
As part of its high-performance business initiative, Accenture has developed a comprehensive research database and a set of tools for examining the components and drivers of future value, along with a methodology for applying this research on a companyspecific basis. Accenture's futurevalue analytics can determine the portion of a company's market value that is attributable to future growth, and can help identify the drivers of that future growth value. The development of a viable operational framework will enable executives to translate corporate intangibles into manageable market value.     

Individual investors’ attitudes towards listing requirements for foreign entities on U.S. stock exchanges and the promulgation of international accounting standards

The Securities and Exchange Commission (SEC) currently requires foreign issuers of securities listed on U.S. securities exchanges to either employ U.S. generally accepted accounting principles (U.S. GAAP) or include a statement of reconciliation to U.S. GAAP if they use their home country's accounting standards. With some exceptions, they are also required to comply with the provisions of the Sarbanes-Oxley Act of 2002 (SOA). John Thain, CEO of the New York Stock Exchange, states that these requirements hamper U.S. investments, economic growth, and employment opportunities. The Chairman of the International Accounting Standards Board (IASB), Sir David Tweedie, echoed Thain's comments. An important stakeholder who is affected significantly by the U.S. listing requirements is the U.S. individual investor. Accordingly this study examines their attitudes involving the extant rules for foreign listings on U.S. exchanges and other aspects of the issue. The study also examines their perceptions regarding accounting standard promulgation authority and the use of a global set of accounting principles. The results indicate that although U.S. investors are very much in favor of the listing of foreign companies on U.S. exchanges, they also endorse the current rule requiring either employment of U.S. GAAP or reconciliation to it as well as mandatory adherence to the SOA. In the area of accounting standards, although a large majority believed that the U.S. should control the accounting standards for U.S. listings, a smaller majority also believed that there should be a universal set of accounting principles for all stock exchanges.     

The Beta Dilemma in Emerging Markets

In principle, emerging markets analysts employ the same analytical framework when estimating the value of businesses as their counterparts in developed economies: they forecast future cash flows and discount those to the present with appropriate costs of capital that are estimated using the Capital Asset Pricing Model (CAPM) framework. But in practice, emerging market analysts have a more complicated job because the task of estimating costs of equity in emerging markets is more difficult. Whereas developed economies have an abundance of historical data on overall stock market movements, industry share price behavior, and many individual share price histories, emerging market economies often do not. There may be no comparable local firms that are publicly traded—or if there are, their CAPM betas may be unreliable. And if analysts instead use the beta of a U.S. competitor as a surrogate for the emerging market beta, they face the question of whether domestic betas are equivalent across borders. As a consequence, appraisers of emerging market companies confront a “beta dilemma.” Part of this is a data problem stemming from shorter share price histories in emerging markets and the absence of publicly traded companies in some industries. In such cases, analysts may be inclined to use industry betas calculated with U.S. share prices as a substitute. But this creates an equivalence problem—the possibility, as confirmed by the author's research, that domestic U.S. and emerging market betas are not statistically equivalent for most industries. The author proposes a solution to this problem that involves grouping emerging markets into a single, distinctive asset class that allows for reliable calculations of industry betas. He also suggests ways of testing emerging market industry betas to determine whether they are statistically comparable.     

The Role of Corporate Boards: A Roundtable Discussion of Where We're Going and Where We've Been

In this roundtable that took place at the 2016 Millstein Governance Forum at Columbia Law School, four directors of public companies discuss the changing role and responsibilities of corporate boards. In response to increasingly active investors who are looking to management and boards for more information and greater accountability, the four panelists describe the growing demands on boards for both competence and commitment to the job. Despite considerable improvements since the year 2000, and especially since the 2008 financial crisis, the clear consensus is that U.S. corporate directors must become more like owners of the corporation who “truly represent the long‐term interests of all of the shareholders.” But if activist investors appear to pose the most formidable new challenge for corporate directors—one that has the potential to lead to shortsighted managerial decision‐making—there has been another, less visible development that should be welcomed by wellrun companies that are investing in their future growth as well as meeting investors’ expectations for current performance. According to Raj Gupta, who serves on the boards of HewlettPackard, Delphi Automotive, Arconic, and the Vanguard Group,

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The practice of investment valuation in emerging markets: Evidence from Argentina

This paper discusses the challenges of applying traditional valuation techniques to emerging markets, and reports on how CFOs, financial advisors and private equity funds meet those challenges in Argentina, a major Latin American emerging economy. On many fronts, our findings show that there is substantial alignment with U.S. valuation practices. We find that: (a) discounted cashflow techniques like NPV, IRR and payback are very popular among corporations and financial advisors; (b) the CAPM is the most popular asset pricing model, yet it is frequently modified to account for country-specific risk; (c) capital budgeting analyses are performed in U.S. dollars by non-dollar companies; (d) financial advisors tend to apply U.S. betas to the emerging market, yet they rarely adjust betas for cross-border asymmetries; and (e) corporations tend to disregard the effects of small size and illiquidity. We provide tentative explanations for our findings.     

Strategies to crack well-guarded markets

How can companies break into attractive markets, where incumbents erect many barriers to entry? To answer this question, the authors studied organizations that successfully entered the most profitable industries in the United States between 1990 and 2000. When they dissected the strategies that worked best, one common theme stood out: indirect assault. Smart newcomers don't duplicate existing business models, compete for crowded distribution channels, or go after mainstream customers right away. Instead, they attack the enemy at its weakest points; then gain competitive advantage; and later, if doing so meets their objectives, go after its strongholds. Recent battles in the soft drink industry--where brands, bottling and distribution capabilities, and shelf space are incumbents' main advantages--are a case in point. When Virgin Drinks entered the U.S. cola market in 1998, it advertised heavily and immediately tried to get into the retail outlets that stock the leading brands. Virgin has never garnered more than a 1% share of the market. Red Bull, by contrast, came on the scene in 1997 with a niche product: a carbonated energy drink. The company started by selling the drink at bars and nightclubs. After gaining a loyal following through these outlets, Red Bull elbowed its way into the corner store. In 2005 it enjoyed a 65% share of the $650 million energy drink market. Successful entrants use three basic approaches in their indirect attacks. They leverage their existing assets and resources, reconfigure their value chains, and create niches. These approaches may appear to be simple, but their magic lies in their combination. By mixing and matching them, Bryce and Dyer say, enterprises can defy half a century of economic logic and make money entering highly profitable industries. The authors use Skype, Costco, Skechers, and many other companies to illustrate their argument.     

“营改增”与企业经营决策:专业化还是多元化?——基于中国制造业上市公司的经验证据

企业在制度环境的变迁中做出的经营决策关乎其生存与发展。作为“放管服”改革的重要内容,由点到面推开的“营改增”增强了企业自觉适应市场环境的活力,其带来的巨大减税效应以及专业化分工效应是否会促使企业放弃被误认为“粗放型发展”缩影的多元化经营策略呢?本文利用“营改增”这一准自然实验作为外生冲击,基于我国2010—2017年沪深A股制造业上市公司样本数据,使用双重差分模型研究发现,“营改增”政策促进制造业企业多元化经营,且注重横向多元化经营,主营业务中制造业业务增多,制造业业务收入增加。同时发现在“营改增”政策背景下,企业价值也大幅提升,在一定程度上从“营改增”政策角度为多元化溢价论还是折价论的争议提供了部分结果,也为我国“营改增”政策实施效果的进一步评价提供了参考和借鉴。     

CAPITAL MARKET EXCESSES AND COMPETITIVE STRENGTH: THE CASE OF THE HARD DISK DRIVE INDUSTRY 1984–2000

In a much-cited 1985 study of the U.S. hard disk drive industry entitled "Capital Market Myopia," William Sahlman and Howard Stevenson concluded that "excesses in the capital markets turned an opportunity into a disaster" for investors in the emerging industry. Sahlman and Stevenson fretted about what their findings implied not only for investors but also for the industrial competitiveness of the U.S.A.
With the benefit of hindsight, the research presented in this article shows how the hard disk drive industry has evolved in the past 15 years to the point where disk drives are a vital part of the information technology revolution that has transformed the way we live, work, and play. The authors' research examines the financial performance of both hard disk drive manufacturers and storage system manufacturers completely dependent on hard disk drives; looks at improvements in the technical performance of hard drives; and then compares the competitiveness of U.S. companies with foreign manufacturers.
After the venture capital/IPO bubble of the early 1980s gave way to the traditional discipline of U.S. financial markets, many weak companies were driven out of business and others were forced to consolidate. Only a handful of the startup firms survived. But these U.S companies, together with IBM, now dominate the global hard drive market. Moreover, there are striking parallels between the 1982–84 hard drive bubble and the recent experience of U.S. Internet firms. Although the first half of 2000 saw a large number of closings, forced sales, and IPO cancellations by American dot-coms, a number of the likely "survivors"—notably, Yahoo, eBay, and Amazon.com—now seem poised to dominate their global markets.