投资者法律保护、所有权结构与困境公司高层管理人员变更

在投资者法律保护较差的国家里,集中所有权结构被看成是能够替代投资者法律保护,有效发挥公司治理作用的机制。本文以2000—2004年上海证券交易所和深圳证券交易所152家ST公司为样本,实证检验当公司已陷入困境、被特别处理的情况下,集中所有权结构对公司高层管理人员变更产生的积极影响。实证结果表明,大股东持股比例与公司高层管理人员变更之间存在显著的正相关关系,不同的大股东持股比例对高层管理人员变更产生不同的影响作用。检验证据支持了LaPorta等人(2000)提出的关于投资者法律保护与公司治理的主流理论。     

Do VCs matter? the importance of owners on performance variance in start‐up firms

Adding to the corporate effect literature, we study the effect of owners on firm performance in a new context, that of venture capital firms (VCs) and the start‐up firms in which they invest. After discussing the effect that VC ownership can have on start‐ups, we estimate that start‐up‐specific, owner (VC), and year effects account for significant variance in performance (26.3 percent, 11.2 percent and 3.7 percent, respectively). The effects of industry and investment stage are not statistically different from zero. We also provide an analysis that separates the owner effect into two components: a selection component—which impacts investment—and a management component—which explains significant variance in performance. By examining the owner effect in a different institutionalized form of governance—that of the start‐up and its relationship to VC owners—our study also contributes to an understanding of the ‘ownership’ effect in the strategy literature more generally. Copyright © 2008 John Wiley & Sons, Ltd.     

Does a long‐term orientation create value? Evidence from a regression discontinuity

Research summary : In this paper, we theorize and empirically investigate how a long‐term orientation impacts firm value. To study this relationship, we exploit exogenous changes in executives' long‐term incentives. Specifically, we examine shareholder proposals on long‐term executive compensation that pass or fail by a small margin of votes. The passage of such “close call” proposals is akin to a random assignment of long‐term incentives and hence provides a clean causal estimate. We find that the adoption of such proposals leads to (1) an increase in firm value and operating performance—suggesting that a long‐term orientation is beneficial to companies—and (2) an increase in firms' investments in long‐term strategies such as innovation and stakeholder relationships. Overall, our results are consistent with a “time‐based” agency conflict between shareholders and managers. Managerial summary : This paper shows that corporate short‐termism is hampering business success. We show clear, causal evidence that imposing long‐term incentives on executives—in the form of long‐term executive compensation—improves business performance. Long‐term executive compensation includes restricted stocks, restricted stock options, and long‐term incentive plans. Firms that adopted shareholder resolutions on long‐term compensation experienced a significant increase in their stock price. This stock price increase foreshadowed an increase in operating profits that materialized after two years. We unpack the reasons for these improvements in performance, and find that firms that adopted these shareholder resolutions made more investments in R&D and stakeholder engagement, especially pertaining to employees and the natural environment. Copyright © 2016 John Wiley & Sons, Ltd.     

Activist‐impelled divestitures and shareholder value

Research Summary : This study analyzes how the divestitures that are impelled by activist investors in their campaigns against public corporations affect shareholder value. Using hand‐collected data on the activist campaigns that were launched against and the divestitures that were undertaken by Fortune 500 companies between 2007 and 2015, we find that activist‐impelled divestitures are more positively associated with immediate and longer‐term measures of shareholder value than comparable manager‐led divestitures. These performance differences persist for nearly two years after the completion of these deals. Our results empirically test the idea that firms with agency problems unlock shareholder value when they divest, and support the notion that activist investors fulfill an important external governance function. Our work also opens new research opportunities and offers practical implications as well. Managerial Summary : This study investigates how divestitures that are undertaken at the behest of activist investors affect shareholder value. We find that divestitures that were undertaken under pressure from activist investors are associated with more positive shareholder returns than comparable divestitures that were undertaken voluntarily by managers. These performance differences persist for nearly two years after the completion of these deals, alleviating concerns about the purported short‐termism of activist investors. Our findings suggest that activist investors may fulfill an important governance function by inducing managers to undertake strategies that they might not otherwise pursue, thereby unlocking shareholder value.     

Married to the firm? A large‐scale investigation of the social context of ownership

Research summary : Using a large sample of private firms across Europe, we examine how the social context of owners affects firm strategy and performance. Drawing on embeddedness theory and the institutional logics perspective, we argue that embeddedness in a family, in particular the nuclear family, can strengthen identification and commitment to the firm, but can also induce owners to behave more conservatively. Consistent with this argument, we find that family‐owned firms have higher profit margins, returns on assets, and survival rates compared to single‐owner or unrelated‐owners' firms, but also invest and grow more slowly, hold greater reserves of cash, and rely less on external debt. These differences are most pronounced when the two largest shareholders are married. Our results highlight the key role of marital ties in explaining differences in behavior and performance among firms. Managerial summary : Despite the prevalence of the married‐couple ownership structure in firms, little research has been dedicated to understanding how these firms are managed and perform. We examine the behavior and performance of firms owned by married couples in a large panel of closely held Western European firms. We find that married‐owner family firms are managed more conservatively relative to firms with unrelated owners and even to other family‐owned firms. In particular, married‐owner family firms invest and grow more slowly and rely less on external finance. However, they also exhibit greater performance stability and higher profitability. Our findings suggest that social relationships among owners have a large impact on firm strategy and performance, and highlight some potential trade‐offs to performance when married couples control firms. Copyright © 2015 John Wiley & Sons, Ltd.     

The impact of internationalization on performance and innovation: The moderating effects of ownership concentration

Researchers in international business have long been interested in understanding the impact of internationalization on performance and innovation. However, prior studies of this research stream offer mixed results. This study contributes to this research stream by employing agency theory to investigate how ownership concentration affects the performance and innovation implications of internationalization. Specifically, we examine two primary effects of ownership concentration: the incentive alignment effect, proxied by the controlling shareholder??s cash flow rights, and the entrenchment effect, proxied by the divergence between control rights and cash flow rights of the controlling shareholder. Based on a sample of Taiwan??s publicly listed firms, we find that the incentive alignment effect moderates the relation between internationalization and performance and innovation positively and the entrenchment effect moderates the relation negatively. These findings shed light on the mixed results of the literature. In addition, most countries outside the United States and the United Kingdom have high ownership concentration; therefore, our results may be generalizable to other settings, providing insight into the role of corporate governance in internationalization.     

基于资本治理理论的企业所有权安排--股东至上理论与利益相关者理论的逻辑统一

企业所有权安排有两种不同的理论流派：“股东至上”理论和利益相关者理论。公司中的利益相关者应分为资本所有者和其他利益相关者两类,只有资本所有者才是企业所有权的主体。因此,两大理论并不是绝对对立和冲突的,在企业所有权安排上,都统一于“资本”这个概念,都是基于资本治理理论下的企业所有权安排问题。物质资本和人力资本所有者在企业所有权中的最优配置份额,取决于各个资本的谈判力。物质资本和人力资本都应纳入“企业治理”范畴,不能强调一方而忽视另一方,并根据资本作用的不同．对不同企业实施分类治理,合理地安排企业所有权,以实现资本所有者利益最大化。     

The effect of CEO pay deviations on CEO withdrawal,firm size,and firm profits

We build upon previous work on the effects of deviations in CEO pay from labor markets to assess how overcompensation or undercompensation affects subsequent voluntary CEO withdrawal, firm size, and firm profitability, taking into account the moderating effect of firm ownership structure. We find that CEO underpayment is related to changes in firm size and CEO withdrawal, and that the relationship between CEO underpayment and CEO withdrawal is stronger in owner‐controlled firms. We also show that when CEOs are overpaid, there is higher firm profitability; a relationship that is weaker among manager‐controlled firms. We then discuss the implications that these findings have for future research. Copyright © 2010 John Wiley & Sons, Ltd.     

"一股独大"悖论:中国证券市场的经验证据

目前对于中国证券市场诸多问题的探讨大多集中于“一股独大”，似乎其是“万恶之源”。本文采用主成分分析和多元回归的统计方法，系统分析了股权集中程度、第一大股东性质与综合业绩的相关关系。本文发现：股权集中度与综合业绩存在正相关关系，第一大股东为国有行政性单位的上市公司较第一大股东为非行政性单位的上市公司的综合业绩要差。鉴于本文的经验证据与现行主流观点相左，所以有“悖论”之称。针对这一“悖论”，本文给出了两个解释。     

制造业上市公司资本结构研究——以安徽省为例

在考查安徽省36家A股制造业上市公司2006～2010年资本结构现状的基础上,实证研究其资本结构的影响因素及与经营绩效的互动关系。研究表明,影响安徽省制造业上市公司资本结构的因素主要有公司规模、盈利能力、经营能力、成长能力、股权集中度;股权资本约束力不足、股权融资偏好以及资本市场结构失衡导致其资本结构与经营绩效之间无显著相关性。为此,提出优化安徽省制造业上市公司资本结构的对策建议。     

Internal governance mechanisms and firm performance in China

Corporate governance issues arising from concentrated ownership structure in emerging economies have received growing attention. Adopting a principal–principal perspective, this paper employs structural equation modeling to evaluate the independent and interdependent effects of internal governance mechanisms in enhancing firms’ value in China. Based on a 3-year dataset covering 304 publicly listed companies over 2003–2005, our findings suggest that ownership concentration has the most significant governance effect and has impacted negatively on firm performance. Furthermore, the governance role of the board of directors and supervisory boards is found to have been hindered by ownership concentration, rendering them unable to improve firm performance at present.     

外资参与对企业研发投入的影响研究——基于中国上市企业的实证分析

本文利用中国2009～2014年外资参与的318家上市公司的样本数据,实证分析了外资持股和外资控股两种情况对企业研发投入的影响。研究结果显示：外资参与对中国企业研发活动存在积极影响,但该影响在外资持股和外资控股两种情形下存在显著差异,当外资持股股东不是第一大股东时,外资持股比例对企业研发投入虽然具有促进作用,但该作用十分微弱,当外资持股股东为第一大股东时,即存在外资控股情况时,对企业研发投入的促进作用十分显著。     

Meta-analyzing ownership concentration and firm performance in Asia: Towards a more fine-grained understanding

We present a meta-analysis of the relationship between concentrated ownership and firm financial performance in Asia. At the cross-national level of analysis, we find a small but significant positive association between both variables. This finding suggests that in regions with less than perfect legal protection of minority shareholders, ownership concentration is an efficient corporate governance strategy. Yet, a focus on this aggregate effect alone conceals the existence of true heterogeneity in the effect size distribution. We purposefully model this heterogeneity by exploring moderating effects at the levels of owner identity and national institutions. Regarding owner identity, we find that our focal relationship is stronger for foreign than for domestic owners, and that pure “market” investors outperform “stable” or “inside” owners whom are multiply tied to the firm. Regarding institutions, we find that a certain threshold level of institutional development is necessary to make concentrated ownership an effective corporate governance strategy. Yet we also find that strong legal protection of shareholders makes ownership concentration inconsequential and therefore redundant. Finally, in jurisdictions where owners can easily extract private benefits from the corporations they control, the focal relationship becomes weaker, presumably due to minority shareholder expropriation.

Ownership structure and innovation: An emerging market perspective

Considerable attention has been focused on the ways in which emerging market firms can obtain and mobilize the knowledge and resources required for innovation. Innovation is a particular challenge in emerging markets because of inadequate external institutions. In this study, we focus on the importance of ownership structure, and in particular on ownership type diversity and ownership concentration. Using transaction cost and agency theories embedded in an emerging market context, we argue that ownership structure provides an important mechanism by which firms can assemble and direct the resources necessary for innovation in the context of inadequate external institutions. Specifically, we hypothesize that ownership type diversity improves innovation performance and that increasing ownership concentration has the same effect, but only up to a point. Using a panel dataset of 487 and 475 Chinese listed companies during 2004–2005 and 2005–2006 respectively, we find supportive empirical evidence for our hypotheses. Our findings also suggest that ownership type diversity is a more important factor in explaining innovation performance than ownership concentration, although most of the extant literature focuses on the latter.     

Will succession planning increase shareholder wealth? evidence from investor reactions to relay CEO successions

Our study examines investor reactions to a specific form of succession planning—relay succession. Theory predicts that both the initiation and the outcome of a relay CEO succession process will influence shareholder wealth. Our results show that investors generally do not react to the initiation of the process as indicated by heir apparent appointment; but react negatively when the process ends in heir apparent exit from the firm and react positively when the process ends in heir apparent promotion to the CEO position. We also found a strong positive investor reaction to outside CEO promotion and a negative investor reaction to nonheir inside CEO promotion. Further, firm performance exerts an important influence on the wealth effect of heir apparent promotion and exit. Copyright © 2002 John Wiley & Sons, Ltd.     

The effects of privatization on corporate R&D units: evidence from Italy and France

Over the last two decades privatization programmes in a variety of different countries have radically reduced the role of the state as a major owner of productive assets. While there is empirical evidence to show that the switch in ownership generally improves productive efficiency and profitability at company level, its effects on research and development (R&D) activities, which can impact strongly on long–term performance, have been largely ignored in the literature.
In this paper we address this issue by analyzing seven cases of privatization that have recently occurred in Italy and France in order to gauge how R&D activities may be affected by privatization in terms of objectives and organization. The organizations studied show that R&D units within privatized companies are subject to profound restructuring actions, generally designed to boost efficiency and to strengthen integration with the goals of the business units and of the final customers. A new role for R&D thus emerges: the aim is no longer to generate new knowledge in the broad national interest, but rather more directly to create value for the company and its clients, by emphasizing the assessment and integration of external knowledge.     

The effects of ownership concentration and corporate debt on corporate divestitures in Chinese listed firms

This study examines how ownership concentration and corporate debt impact corporate divestitures in China. Corporate divestitures reduce the asset base of a company and the opportunity for expropriation by majority shareholders. In emerging economies, weak legal institutions, combined with equity ownership concentration and high corporate debt, allow majority shareholders to avoid such disciplines. Consequently, the relationship between these governance mechanisms and divestiture activity exhibits a pattern that is different from that in developed economies. Using archival data collected from 1,210 Chinese listed companies during 1999–2003, we found that ownership concentration by the largest shareholder depressed corporate divestitures both in state-controlled and in non-state-controlled firms. The negative effect of corporate debt on divestitures only existed for state-controlled firms. Our finding provides corroborating evidence for principal–principal conflicts in emerging economies. It suggests that corporate strategy in these countries can be better explained by taking into account the unique agency problems that are prevalent in these economies.     

Asset ownership and incentives in early shareholder capitalism: Liverpool shipping in the eighteenth century

Research summary : We explore captain‐ownership and vessel performance in eighteenth‐century transatlantic shipping. Although contingent compensation often aligned incentives between captains and shipowners, one difficult‐to‐contract hazard was threat of capture during wartime. We exploit variation across time and routes to study the relationship between capture threat and captain‐ownership. Vessels were more likely to have captain‐owners when undertaking wartime voyages on routes susceptible to privateers. Captain‐owned vessels were less readily captured than those with nonowner captains, but more likely to forgo voyage profits to preserve the vessel's safety. These results are consistent with multitask agency, where residual claims to asset value rather than control rights influence captain behavior. This article is among the first to empirically isolate mechanisms distinguishing among major strands of organizational economics regarding asset ownership and performance. Managerial summary : Organizations face an enduring challenge: Owners hire an executive to act on their behalf, but it is difficult to ensure that the executive indeed acts in their interests. In this study, we exploit a useful historical context—eighteenth‐century transatlantic shipping from Liverpool—to explore the cause and effect of a captain's becoming part‐owner of his vessel. Captains became part‐owners for voyages likely to encounter enemy privateers. Captain‐owners were less likely to be captured, but were more willing to forgo cargo profits to preserve the vessel's safety. Our results provide a useful analogy to modern firm owners who must determine whether to award equity to executives, and to managers who must determine whether to provide assets to employees or rely on employee self‐provision of assets (e.g., tools for tradespeople). Copyright © 2016 John Wiley & Sons, Ltd.     

房地产上市公司股权激励对绩效影响的实证分析

关于股权激励与公司绩效的关系至今尚无定论。而对于特定行业的研究更是少之又少。为此,本文选取了2007～2009年在上海证券交易所上市的房地产公司为样本,分别探讨了高管持股比例,第一大股东持股比例以及股权集中度与公司绩效的关系。通过对三年的数据进行回归分析,结果表明高管持股比例,第一大股东持股比例以及股权集中度与公司绩效都成非正相关关系。在对房地产行业进行分析之前,为了突出差异性,本文先对整个上市公司三者关系进行分析。最后,针对股权激励存在的问题提出几点建议。     

中国上市公司股权结构和公司业绩的相关性

公司股权结构对公司业绩的影响方向和程度不完全相同。股东结构、股权集中程度以及大股东在公司的身份对公司经营业绩和资产的市场价格产生重大作用。股权结构的优化要以保护中小股东利益为基础。