自媒体帮助控股股东在定向增发中获利了吗？

考察了上市公司控股股东如何利用自媒体信息披露在定向增发融资中调节股价的变化,从而获取额外收益的过程。研究发现：控股股东为使定向增发融资顺利进行,倾向于在定向增发准备期频繁发布自媒体信息,以抬高股价吸引外部投资者关注,并且当发行对象不包括控股股东时,通过发布自媒体信息来抬高股价的行为会更加显著;而在定增新股定价期间,定向增发对象包括控股股东的上市公司却会显著减少自媒体信息发文数量,以压低股票价格,帮助控股股东以较低对价购入定增股票。进一步分析发现：上市公司中机构投资者持股对控股股东定价期间压低股价的行为具有显著抑制作用。从自媒体信息披露这一崭新视角切入,证实了我国上市公司控股股东在定向增发过程中既有通过自媒体信息披露使定向增发吸引关注、满足融资需求的动机,又有利用自媒体信息披露降低控股股东参与定向增发的成本、对自身进行利益输送的动机;而机构投资者能够有效监督这一过程中大股东的利己行为。研究结论为加强对上市公司在定向增发中信息披露的监管,保护中小投资者利益提供了有益的启示。     

Corporate Incentives to Disclose Carbon Information: Evidence from the CDP Global 500 Report

We investigate how the Global 500 companies respond to the challenge of climate change with regard to their carbon disclosure strategies. This paper is motivated by a growing body of research that examines the role of large companies in carbon disclosure responsibility and practices. We consider the impact of social, financial market, economic, regulatory, and institutional factors on the motivation to voluntarily participate in the 2009 Carbon Disclosure Project. We find that economic pressure is significantly associated with the decision. That is, companies facing direct economic consequence are more likely to disclose. Companies in greenhouse gas (GHG) intensive sectors show the same tendency. In addition, big companies have a higher propensity for disclosing, suggesting that social pressure plays an important role. We also provide possible explanations as to why a large proportion of our sample firms refuse to disclose. Furthermore, our results suggest that the proxies for information needs of investors are not associated with a higher propensity to disclose the amount of their emission footprints. In sum, it appears that the major driving force for climate change disclosure comes from the general public and government rather than from the other major stakeholders such as shareholders and debtholders. Our results are robust after controlling for other influences.     

上市公司自愿性披露信息监管体系构建

上市公司自愿性披露信息是指除强制性披露的信息外,上市公司基于公司形象、投资者关系、回避诉讼风险等动机主动披露的信息,是企业披露信息的重要组成部分,也是上市公司展示核心竞争力的有效途径。本文在分析我国上市公司自愿性披露信息中存在问题的基础上,提出了构建上市公司自愿性披露信息监管体系的建议。     

业绩预告下的股份减持与内幕交易——会计稳健性是遏制还是助力？

选取2010—2018年沪深A股上市公司为样本,考察业绩预告发布前后大股东是否存在以及如何利用自身信息优势进行股份减持交易,会计稳健性是否以及如何对该内幕交易产生影响。研究结果表明:与强制性业绩预告相比,自愿性业绩预告披露前后发生大股东减持的概率更高,并且会计稳健性会显著抑制自愿性业绩预告披露前后的大股东减持行为。进一步将业绩预告消息区分为好消息和坏消息之后研究发现:坏消息的利空程度越高,大股东在业绩预告之前进行股份减持的规模越大;或者好消息的利好程度越高,大股东在业绩预告之后减持的规模也越大;稳健的财务信息能够抑制公司在隐匿坏消息方面进行的内幕交易,但会加剧公司在隐匿好消息方面进行的内幕交易。     

The Impact of Business Strategies on Online Sustainability Disclosures

With increasing attention being paid to corporate sustainability, pressure from stakeholders, especially customers, is forcing companies to implement sustainability strategies and practices that express their commitment to sustainable development, and engage with stakeholders through voluntary sustainability disclosure. To better understand the sustainability disclosure mechanisms from a business strategy perspective, this study investigates the influence of business strategy, formulated by customer groups, on online sustainability disclosure. It provides empirical observation of Malaysian public‐listed companies based on the combined lens of stakeholder and legitimacy theory. Despite the comparatively low level of corporate sustainability disclosure in Malaysia, this content analysis of online sustainability information disclosure reveals that the companies with more diversified product lines disclose more sustainability information, and that the corporate sustainability effort is significantly related to brand name. Hence, companies should be encouraged to proactively improve their sustainability performance and disclose more sustainability information in order to strengthen their brand names. Copyright © 2013 John Wiley & Sons, Ltd and ERP Environment     

上市公司自愿性信息披露行为动因的经济学分析

本文运用交易成本理论、有效市场理论、投资行为理论、比较优势理论、信号传递模型、声誉机制模型、“深口袋”理论、代理契约理论等为上市公司自愿性信息披露行为动因构建了一个理论解释框架,同时在管理当局与投资者之间进行了博弈分析,并得出结论:应大力倡导上市公司自愿性信息披露,构建以适度的强制性信息披露为主,自愿性信息披露作为重要补充的信息披露机制才是治理上市公司虚假信息披露的根本之策。     

Disclosure Policy in a Mixed Market

This paper investigates the optimal disclosure strategy for private information in a mixed duopoly market, where a state-owned enterprise (SOE) and a joint-stock company compete to supply products. I construct a model where the two firms compete in either quantity or price, and uncertainty is associated with either marginal cost or market demand. The model identifies the optimal disclosure strategies that constitute a perfect Bayesian equilibrium by type of competition and uncertainty. In Cournot competition, both firms disclose information under cost uncertainty, while only the SOE or neither firm discloses information under demand uncertainty. Alternatively, in Bertrand competition, only the joint-stock company discloses information under cost uncertainty or demand uncertainty. Recently, developed countries have required the same level of disclosure standards for SOEs as for ordinary joint-stock companies. The findings described in this paper warn that such mandatory disclosure by SOEs can trigger a reaction by joint-stock companies, putting the economy at risk of a reduction in welfare.     

国有上市公司的治理机制与过度投资

以特定行业388家国有上市公司2001-2005年数据为样本,在界定过度投资水平和分析投资决策机制基础上,选取治理机制中的股权结构、董事会和产品市场竞争三方面,分析并实证检验其对过度投资的影响。结果显示,国有股比例的增加使国有公司过度投资水平更高;股权制衡对投资过度有制约作用;地方控股较中央控股国有公司,过度投资水平更高。产品市场竞争对过度投资有制约作用,但不显著。董事会特征与过度投资之间无显著关系。     

The influence of countries' climate change-related institutional profile on voluntary environmental disclosures

This paper analyzes how the regulative, normative, and cultural dimensions of institutions exert pressure both on companies' decisions to voluntarily disclose environmental information and on the quality of the information disclosed. Prior research has focused on the influence of economic, disclosure, and generic institutional determinants, although little attention has been paid to the analysis of the influence exerted by climate change-related institutional pillars. The results show that the three institutional pillars have different effects as regards both the decision to respond and the quality of disclosure. The regulative pillar positively influences the response decision but does not influence disclosure quality. The normative pillar positively affects both the propensity of companies to disclose and the quality of the information reported. Meanwhile, the cultural pillar positively influences disclosure quality, but it has no effect on firms' decisions to disclose environmental information. This paper is the first to analyze whether the institutional profile of climate change in different countries influences voluntary environmental disclosures.     

Opening up the firm: What explains participation and effort in voluntary carbon disclosure by global businesses? An analysis of internal firm factors and dynamics

A voluntary climate initiative that has emerged over the past two decades as an institutional arrangement for corporations around the globe to signal and demonstrate their proactive climate leadership is the CDP (formerly known as the Carbon Disclosure Project). Unlike the extant literature that has emphasized stakeholder and regulatory pressures, this paper argues that voluntary carbon disclosure is both beneficial and costly for corporations with respect to the existence of supportive management structures, explicit CSR practices, and the existence of complementary assets. Moreover, there is variation between European firms and other global businesses because of Europe's distinctive national business systems framework in conjunction with global supply chain imperatives. Empirically, this study employs a novel discrete‐continuous modeling approach to distinguish between a corporation's decision to disclose and the linked but subsequent decision of how much to disclose climate change information. Results indicate that the main drivers of participation in voluntary carbon disclosure by the Global 500 firms is the existence of senior managers and executive‐level officers and the adoption of ESG principles by global businesses. Conditional on participation, European Union‐based and other global businesses that articulate a corporate vision for environmental sustainability, adopt ESG principles, and invest in complementary assets disclose climate change strategies and emissions at higher levels than companies without these internal firm capabilities. This study has implications for national climate policy and global climate change governance more generally, both of which increasingly focus on concrete climate solutions by corporations.     

A Comparitive Study of the Use of Financial Graphs in the Corporate Annual Reports of Major U.S. and U.K. Companies

The use of graphs to disclose information in corporate annual reports represents a significant dimension in financial disclosure management. Surprisingly, no inter-country comparative analysis of this area of voluntary disclosure has been conducted. This study compares the graphical reporting practices in the 1990 annual reports of 176 leading U.S. and U.K. industrial companies. Ninety-two per cent of U.S. companies use graphs compared with 80% of U.K. companies; the mean number of graphs per company being 13.0 and 7.7, respectively. Sales, an earnings measure, earnings per share and dividends per share are the four most frequently graphed aggregate financial performance variables in both countries. Significant differences in several of the variables graphed are found and explained in terms of environmental factors. In both countries, evidence of graphical information manipulation exists in the form of selectivity, measurement distortion, and presentational enhancement. Moderate evidence supports the hypothesis that U.K. companies are more likely than U.S. companies to adopt interpretative shading. Regulators need to clarify the responsibilities of directors and auditors by setting graphical guidelines.     

Factors affecting corporate environmental disclosure in emerging markets: The role of corporate governance structures

This study seeks to examine whether internal corporate governance (CG) mechanisms affect corporate environmental disclosure (CED) in emerging economies. Using a sample of 500 firm-year observations, this study distinctively applies a linear panel quantile regression (PQR) model to examine the CG–CED nexus in Jordan. This technique is supplemented with conducting a two-step dynamic generalised method of moment (GMM) model to overcome any potential occurrence of endogeneity problems. This study reports an increasing trend in CED practice among the sampled companies over the period of analysis, yet it is still at an early stage as compared with their developed counterparts. Furthermore, this study suggests that board size, board independence, CEO duality and foreign ownership have positive associations with CED. In contrast, managerial ownership, institutional ownership and ownership concentration are negatively associated with the disclosed amount of environmental information in the Jordanian context. Theoretically, board structures appeared to be more efficient than ownership structures in reducing agency conflicts by addressing the asymmetric gap of information and promoting the disclosure of environmental information. These findings add to the debate about whether ownership structures detrimental to CED in developing economies. Specifically, when it comes to spending money on CED, owners seemed to be more concerned about any reductions in their share of the pie and may, therefore, be less motivated to disclose their companies' environmental information. This paper provides managers, owners and policymakers with a set of context-specific recommendations related to the crucial need for a more concerted effort to integrate governance and environmental regulations in order to ensure sustainability in emerging markets.     

股权结构优化的公司治理研究——基于我国民营上市公司的所有权结构和控制特征的研究

我国民营上市公司多为所有权少数控制性结构,在控制方式上大多采用“金字塔“型的控制模式。所有权少数控制结构使得最终控制人对外部股东的侵害行为具有溢出效应,导致控股股东与中小股东之间产生的代理问题。优化股权结构及完善公司治理是提高民营上市公司经营绩效,促进证券市场健康发展的重要措施。本文从分析民营上市公司的所有权结构和控制方式对公司治理的影响入手,就如何优化股权结构,完善公司治理进行研究并提出相应对策。     

The Relationship between Voluntary Disclosure and Independent Directors in the Presence of a Dominant Shareholder

Abstract

Differently from prior studies that examine the role of stand-alone control systems within the relationship between owners and managers, our study investigates the correlation between two control mechanisms – voluntary disclosure and independent directors – in companies characterized by the presence of a dominant shareholder that is supposed to mitigate the classical agency problem. Based on agency theory, we hypothesize that the two mechanisms tend to coexist, since the presence of either one reduces the costs of introducing the other. Two further effects – the reputation and the domino effect – contribute to determine a positive relationship between the two mechanisms. We carried out the empirical analysis on 175 non-financial Italian listed companies, all controlled by a dominant shareholder. Voluntary disclosure is measured through three alternative disclosure indexes. Independent directors are identified not only according to a formal/legal definition, but also through stricter criteria. The empirical test is based on a multivariate analysis controlling for size, residual ownership diffusion, leverage, profitability and labour pressure. Results support our hypothesis and are robust to alternative criteria to identify dominant shareholders. Our study contributes to a better understanding of the relationship between different control mechanisms in particular agency settings.     

Research Forum: cross border comparisons Introduction

This paper investigates the effect of non-audit services on audit quality. Following the announcement of the requirement to disclose non-audit fees, approximately one-third of UK quoted companies disclosed before the requirement became effective. Whilst distressed companies were more likely to disclose early, auditor size, directors' shareholdings and non-audit fees were not significantly correlated with early disclosure. These results cast doubt on the view that voluntary disclosure of non-audit fees was used to signal audit quality. The evidence also indicates a positive weakly significant relationship between disclosed non-audit fees and audit qualifications. This suggests that when non-audit fees are disclosed, the provision of non-audit services does not reduce audit quality.     

Determinants of Quantitative Information Withholding in Annual Reports

In recent years, the determinants of voluntary disclosure have been explored in an extensive body of empirical research. One major limitation of those studies is that none has tried to find out whether voluntary disclosures were occasional or continuous over time. Yet this point is particularly important, as the voluntary disclosure mechanism can only be fully effective if the manager consistently reports the same items. This paper examines the factors associated with the decision to stop disclosing an item of information previously published voluntarily (henceforth ‘information withholding’ or IW). To measure information withholding, we code 178 annual reports of French firms for three consecutive years. Although disclosure scores are relatively stable over time, we find that this does not mean there is no change in voluntary disclosure across the years. We document that IW is a widespread practice: on average, one voluntary item out of seven disclosed in a given year is withheld the following year. We show that information withholding is mainly related to the firm's competition environment, ownership diffusion, board independence and the existence of a dual leadership structure (separate CEO and chairman).     

自愿披露客户信息影响了债券违约风险吗？

以2010—2021年沪深A股上市公司发行的公司债为样本,实证检验了自愿披露客户信息对债券违约风险的影响。研究发现,自愿披露客户信息产生的额外风险加剧了债券违约风险,这种影响在高专有成本和高融资约束的企业中表现更为显著,但企业发行的绿色债券并未受到影响。机制检验表明,经营风险增加和机构投资者持股降低是自愿披露客户信息影响债券违约风险的重要途径。研究表明,企业需要慎重考虑披露客户信息带来的风险,审慎制定信息披露策略。     

Director Ownership and Voluntary Segment Disclosure: Hong Kong Evidence

Weakness of corporate governance and lack of transparency are often considered causes of or contributors to the Asian Financial Crisis. Publicly listed companies in Hong Kong, like other Asian firms, have concentrated director ownership. The study uses voluntary segment disclosure above the benchmark minimum as a proxy for transparency and examines its relationship to the ownership structure and composition of corporate boards in Hong Kong. We find that: (1) high (concentrated) board ownership explains the extent of low voluntary segment disclosure and this negative relationship is stronger when firm performance is very poor; (2) the contribution of non‐executive directors to enhance voluntary segment disclosure is effective for firms with low director ownership but not for concentrated‐ownership firms. These results have implications for policy makers and regulators in the Asia‐Pacific region striving to improve governance and transparency.     

股权结构上的柔性和上市公司私有化

论文从实物期权理论角度分析了公司在股权结构上的柔性,探讨了上市公司在筹资、股份流动性、支付方式以及估值上的柔性,分析了私人公司在治理结构、资本结构、重组活动以及信息披露方面的柔性,引入上市壳公司和上市公司壳价值的概念,并提出上市公司壳价值的计量公式。用上市公司壳价值解释了公司上市和公司私有化决策,指出可以从上市公司壳价值观察我国资本市场的改进和完善。     

代理成本与内部控制自我评价报告的自愿披露——基于2010年沪市A股上市公司数据

使用2010年沪市A股公司数据,对代理成本与内部控制自我评价报告自愿披露的关系进行实证分析,结果表明内部控制自我评价报告的自愿披露水平与管理费用率负相关,与总资产周转率显著正相关。此外,公司的规模显著正向影响自愿披露水平,资产负债率与公司上市年限显著负向影响自愿披露水平。因此,监管部门有必要强制要求上市公司披露内部控制自我评价报告。