Earnings management in Malaysian IPOs: The East Asian crisis, ownership control, and post-IPO performance

We find evidence of income-increasing earnings management in Malaysian IPOs, which occurs primarily for IPOs during a period of severe economic stress (the East Asian crisis). Within the high-ownership-concentration Malaysian market, post-IPO control concerns also appear to constrain IPO earnings management: owners seem willing to accept reduced IPO proceeds and signaling opportunities to increase the likelihood of retaining control of the company post-IPO. The requirement to provide a profit guarantee does not seem to greatly affect earnings management. IPO companies engaging in aggressive income-increasing earnings management have significantly worse market-based performance than their more conservative counterparts, but again only for IPOs issued during the economic crisis period. Overall, the results suggest that personal liquidity concerns are an important factor in IPO decisions during the economic crisis.     

Share transfer behaviour of newly introduced Tunisian companies and its determinants: An empirical analysis

This study seeks to determine the reasons behind original shareholder sales of particular numbers of shares at the IPO date. It also examines whether share transfer behaviour reveals specific characteristics of blockholders and if a non-linear relationship emerges between the variable representing the shares held by controlling shareholders immediately prior to the transaction and the share transfer variable. The sample consists of 46 Tunisian companies listed on the Tunis Stock Exchange during the period 1992–2012. Results show that the original shareholders sale decision depends significantly on company growth opportunities. Assignee shareholders benefit from favourable stock market conditions when they sell their shares at the IPO time. Share transfer behaviour depends on whether company ownership consists of a family or not, and on whether the shareholders are blockholders or not. Besides, controlling shareholders benefit from IPO to enhance their ownership.     

Bottom-feeding for blockbuster businesses

Marketing experts tell companies to analyze their customer portfolios and weed out buyer segments that don't generate attractive returns. Loyalty experts stress the need to aim retention programs at "good" customers--profitable ones- and encourage the "bad" ones to buy from competitors. And customer-relationship-management software provides ever more sophisticated ways to identify and eliminate poorly performing customers. On the surface, the movement to banish unprofitable customers seems reasonable. But writing off a customer relationship simply because it is currently unprofitable is at best rash and at worst counterproductive. Executives shouldn't be asking themselves, How can we shun unprofitable customers? They need to ask, How can we make money off the customers that everyone else is shunning? When you look at apparently unattractive segments through this lens, you often see opportunities to serve those segments in ways that fundamentally change customer economics. Consider Paychex, a payroll-processing company that built a nearly billion-dollar business by serving small companies. Established players had ignored these customers on the assumption that small companies couldn't afford the service. When founder Tom Golisano couldn't convince his bosses at Electronic Accounting Systems that they were missing a major opportunity, he started a company that now serves 390,000 U.S. customers, each employing around 14 people. In this article, the authors look closely at bottom-feeders--companies that assessed the needs of supposedly unattractive customers and redesigned their business models to turn a profit by fulfilling those needs. And they offer lessons other executives can use to do the same.     

关于IPO后中信证券股份有限公司绩效的实证分析

本文通过对中信证券2000--2009年年度报告中的数据进行绩效分析，揭示了中信证券抓住机遇通过IPO上市，扩大公司规模、提升盈利能力和流动性以及为公司发展进行再融资的过程；不难看出，作为上市公司中信证券存在着创新业务压力大、管理水平与公司规模亟待提高等新的挑战。     

股市流动性、市场关注度与创业板上市公司转板选择——兼论我国多层次资本市场建设

本文从创业板上市公司的角度出发,通过理论模型探讨了流动性、市场关注度对其转板选择的影响。在此基础上,采用统计比较方法从全市场和配对样本两个方面分析我国创业板市场与主板市场在流动性、市场关注度和新股发行市盈率方面的异同。研究发现,我国创业板上市公司可能无法通过转板至主板上市这一途径来增强其股票的流动性和市场关注度。基于以上研究结论,有针对性地提出了有关我国建设多层次资本市场体系的政策建议。     

The Case for Secondary Buyouts as Exit Channel

Do private equity firms have a clear pecking order when deciding on exit channels for their portfolio companies? Are secondary buyouts—that is, sales to other PE firms—always an exit of last resort? And are there company‐ or market‐related factors that have a clear and predictable influence on decisions to pursue secondary buyouts? Using a proprietary dataset of over 1,100 leveraged buyouts that exited in North America or Europe between 1995 and 2008, the authors attempt to answer these questions by analyzing the returns associated with public, private, and secondary (or “financial”) exits. Based on their analysis of the realized returns, there is no clear pecking order of exit types. Secondary buyouts deliver rates of return that are the equal of those achieved through public exits. In addition, the authors assess the relationship between the likelihood of choosing a financial exit and certain company‐related as well as market‐related factors. Portfolio companies with greater debt capacity are more likely to be sold in secondary buyouts. Furthermore, increases in both the liquidity of debt markets and the amount of undrawn capital commitments to the private equity industry increase the probability of exit through secondary buyouts.     

Moving from Private to Public Ownership: Selling Out to Public Firms versus Initial Public Offerings

We study two alternative means to move assets from private to public ownership: through the acquisition of private companies by firms that are public (sellouts) or through initial public share offerings (IPOs). We consider firm-specific characteristics for 1,074 IPO and 735 sellout firms to identify differences in growth, capital constraints, and asymmetric information between the two types of transactions. Our results suggest that firms move to public ownership through an IPO when they have greater growth opportunities and face more capital constraints. We provide a better understanding of the firm-specific characteristics that lead firms to go public.     

Private matters

Why do private firms stay private? Empirical evidence on this issue is sparse, as most private firms in the U.S. do not report their financial results. We investigate why private status matters by taking advantage of a unique dataset of large, leveraged private firms with SEC filings. Unlike a number of other studies, we find that neither the existence of growth opportunities, nor the desire of firm founders to diversify, is a principal determinant of the decision whether or not to retain private status. Rather, the existence of private benefits of control appears to serve as the most significant incentive to stay private. Family-controlled firms have significantly lower probabilities of filing for an IPO, while a board structure that grants management relatively more autonomy lowers the probability of an IPO filing as well. Cross-sectional analysis of profitability and ex post performance suggests that while private benefits of control may encourage firms to stay private, they do not have detrimental effects on firm efficiency. In contrast, firms controlled by private equity specialists appear to place a low value on control benefits and are likely to go public as a means of cashing out.     

How an IPO Helps in M&A

An initial public offering (IPO) can often provide a powerful stimulus to private companies seeking to pursue an acquisition-driven growth strategy. Based on a comprehensive analysis of U.S. IPOs, the authors show that newly public companies are prolific acquirers. Over 30% of companies conducting an IPO make at least one acquisition in their IPO year, and the typical IPO firm makes about four acquisitions during its first five years as a public company. IPOs facilitate M&A not only by providing infusions of capital but also by creating ongoing access to equity and debt markets for cash-financed deals. In addition, IPOs create an acquisition currency that can prove valuable in stock-financed deals when the shares are attractively priced. The authors also argue that IPOs improve the ability of companies to conduct M&A by resolving some of the valuation uncertainty facing privately held companies.     

One size does not fit all: Selling firms to private equity versus strategic acquirers

This paper investigates the selling process of firms acquired by private equity versus strategic buyers. In a single regression setup we show that selling firms choose between formal auctions, controlled sales and private negotiations to fit their firm and deal characteristics including profitability, R&D, deal initiation and type of the eventual acquirer (private equity or strategic buyer). At the same time, a regression model determining the buyer type shows that private equity buyers pursue targets that have more tangible assets, lower market-to-book ratios and lower research and development expenses relative to targets bought by strategic buyers. To reflect possible interdependencies between these two choices and their impact on takeover premium, as a last step, we estimate a simultaneous model that includes the selling mechanism choice, buyer type and premium equations. Our results show that the primary decision within the whole selling process is the target firm's decision concerning whether to sell the firm in an auction, controlled sale or negotiation which then affects the buyer type. These two decisions seem to be optimal as then they do not impact premium.     

SPACs: An Alternative Wav to Access the Public Markets

Lost amidst the news of the real estate crisis, soaring oil prices, undercapitalized banks, and falling stock prices is a trend that has been quietly building in the U.S. capital markets. Instead of doing traditional IPOs, companies are increasingly going public by merging with Special Purpose Acquisition Companies, commonly known as SPACs. SPACs are publicly traded pools of capital formed for the sole purpose of merging with an operating company. Since the beginning of 2007, they have raised nearly $16 billion in U.S. markets, capital that is now being channeled into billion dollar‐plus mergers. Hedge funds, which provide the bulk of this capital, invest in SPACs as a way to create a customized portfolio of securities that provide private equity‐like exposure but also liquidity and the right to vote on the proposed acquisition. Frequently formed by well‐known sponsors such as Thomas Hicks and Nelson Peltz, SPACs now feature prominently in corporate discussions of strategic options. Companies that consider merging with SPACs often face complicated circumstances, require a major recapitalization, operate in a niche sector that lacks an institutional following, or have no obvious strategic buyers. The author describes how SPACs, by means of privately‐negotiated, tailored transactions, provide companies with access to the public markets in ways that a traditional IPO often cannot. The article includes case studies of three companies in unusual circumstances that, instead of doing IPOs, established access to public markets by merging with a SPAC.     

PRIVATE EQUITY: SOURCES AND USES

Private equity capital is playing a large and growing role in the funding of small to medium-sized, high-growth businesses. Today's private equity investment typically takes the form of purchase of a minority interest in a post-start-up, high-technology company followed by an IPO a few years later. A large number of such investors are scouring the markets for new investment possibilities and the competitive pressures are growing.
Although private equity investors can and often do add significant value to a company, private equity is potentially expensive, in terms of both loss of ownership and loss of control over long-term strategic decisions of the company. Owner-managers who want to retain as much of both as possible are advised to install more formalized business procedures, expand the company's outside relationships, and become more familiar with the company's financial needs and options. These changes should reduce capital needs, reduce the costs of private equity funding, and increase negotiating leverage when dealing with large, sophisticated private capital investors.     

University of Texas Roundtable on Recent Trends in U.S. Venture Capital

At a recent private equity conference hosted by the McCombs School of Business at the University of Texas in Austin, four venture capitalists representing the East and West Coasts provided testimony to the spread of the VC industry far beyond Silicon Valley to places like New York, London, and Berlin—as well as Austin itself. The result, in the words of one panelist, has been “a shift from Silicon Valley as the epicenter of so much innovation and growth to something more like a globally distributed network of capital, talent, and opportunity.” Along with this geographic expansion of the industry, perhaps the most notable change is the tendency of today's VCs to delay the IPOs of their portfolio companies and, by keeping them private longer, capture more of their growth in value. Whereas 20 years ago 90% or more of the value appreciation came after the IPO of a highly successful company (think about Micro‐Soft or Amazon.com ), a much larger share of the overall value creation now appears to be taking place before the IPO, thanks to the growing use of a funding vehicle known as private initial public offerings, or PIPOs. The use of PIPOs has enabled VC‐backed companies to attract large amounts of capital from large institutional investors like Fidelity—which in the past would not have invested in the company until the IPO—while retaining what the panelists view as significant advantages of private ownership and governance.     

股票流动性与中国企业创新策略:流水不腐还是洪水猛兽？

中国情境下股票流动性对企业创新的影响是激励机制还是压力机制占主导地位？本文基于上市公司分类专利的申请、授权、终止数据研究发现:一方面,股票流动性使企业发明专利申请显著增加,但能通过实质审查的授权增长极少,说明申请质量明显下滑;另一方面,股票流动性使创新含量较低的实用新型与外观设计授权显著增加,且这些专利拖累了企业盈利表现,法律效力提前终止的数量也明显更多,揭示企业实际上是以“策略性创新”来应对资本市场压力,加剧了“专利泡沫”问题。分样本检验发现,“重数量轻质量”的创新策略集中体现于民营、传统行业及长期机构投资者持股较少的企业。稳健性检验替换关键指标构造和模型估计方法、构造工具变量克服潜在内生性问题,前述结论仍然成立。本文启示,金融制度设计应防范资本市场压力对企业创新的“意外伤害”,更好地实现“以金融助实体、以改革促发展”的目标。     

Morgan Stanley Roundtable on Capital Structure and Payout Policy

A group of finance academics and practitioners discusses a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerged was that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial fl exibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value by reducing taxes and controlling the corporate “free cash flow problem.” Both leveraged financing and cash distributions through dividends and stock buybacks represent a commitment by management to shareholders that the firm's excess cash will not be wasted on projects that produce growth at the expense of profitability. As for the choice between dividends and stock repurchases, dividends appear to provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve a higher degree of managerial fl exibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial fl exibility; too little can mean lost investment opportunities but too much can lead to overinvestment.     

The price of corporate liquidity: Acquisition discounts for unlisted targets

This paper documents average acquisition discounts for stand-alone private firms and subsidiaries of other firms (unlisted targets) of 15% to 30% relative to acquisition multiples for comparable publicly traded targets. My results are strongly consistent with the notion that sale prices for unlisted targets are affected by both the need for, and availability of, the liquidity provided by the buyer. Corporate parents are significantly liquidity-constrained prior to the sale of a subsidiary, particularly when the subsidiary is being sold for cash. Furthermore, acquisition discounts are significantly greater when debt capital is relatively more expensive to obtain, and when the parent firm has below-market stock returns in the 12 months prior to the sale.     

“钱途”2012

2011年12月5～7日,中央经济工作会议在北京召开,六大任务安排在了2012年:提高宏观调控水平,保持经济平稳较快发展;夯实"三农"发展基础,扩大内需增长空间;深化经济体制改革,增强经济发展动     

U.S. Family-Run Companies–They May Be Better Than You Think

Despite the common perception of public family-run companies as poor investments, the evidence shows that they actually perform quite well. And there may be some good reasons for this: A family that both owns and controls a company avoids the classic agency problem—the natural tendency of professional managers to pursue some private interests at the expense of their shareholders—that confronts most publicly traded companies. The family's concentrated, long-term investment in the company and knowledge of the business make them potentially effective and highly motivated monitors.
Using a sample of "true" family firms from the S&P 500 (one that deliberately excludes "founder companies" like Microsoft and Dell), the authors show that these companies have in recent years produced considerably higher stock returns than their non-family counterparts. At the same time, family companies with dual-class share structures produced lower returns than those with a single class of shares, and the returns to dual-class firms with insider-dominated boards were still lower. Specific examples highlight the different ways that families maintain control, the consequences of the CEO choice (family member versus professional manager), and the potential benefits of the family's permanent presence, including a long-term investment focus and reputation for fair dealing with corporate stakeholders.     

University of Texas Roundtable on The State of the U.S. Private Equity Market

In this discussion that took place at the 2017 University of Texas Private Equity conference, the moderator began by noting that since 2000, the fraction of the U.S. GDP produced by companies that are owned or controlled by global private equity firms has increased from 7% to 15%. What's more, today's PE firms have raised an estimated $1.5 trillion of capital that is now available for investing. And thanks in part to this abundance of capital, the prices of PE transactions have increased sharply, with EBITDA pricing multiples rising from about 8.8X in 2012 to 11.5X at the beginning of 2017. Partly as a consequence of such abundant capital and high transaction prices, the aggregate returns to U.S. private equity funds during this four‐year period have fallen below the returns to the stockholders of U.S. public companies. Nevertheless, the good news for private equity investors is that the best‐performing PE firms have continued their long history of outperforming the market. And the consistency of their performance goes a long way toward explaining why the overwhelming majority of the capital contributed by limited partners continues to be allocated to funds put together by these top‐tier PE firms. In this roundtable, a representative of one of these top‐tier firms joins the founder of a relatively new firm with a middle‐market focus in discussing the core competencies and approaches that have enabled the best PE firms to increase the productivity and value of their portfolio companies. Effective financial management—the ability to manage leveraged capital structures and the process of readying their companies for sale to potential strategic or financial investors—is clearly part of the story. But more fundamental and critical to their success has been their ability to find undervalued or undermanaged assets—and either retain or recruit operating managements that, when effectively monitored and motivated, are able to realize the potential value of those assets through changes in strategy and increases in operating efficiency.     

The Capital Structure of PE‐Funded Companies (and How New Debt Instruments and Investors Are Expanding Their Debt Capacity)

The capital structures and financial policies of companies controlled by private equity firms are notably different from those of public companies. The concentration of ownership and intense monitoring of leveraged buyouts by their largest investors (that is, the partners of the PE firms who sit on their boards), along with the contractual requirement of PE funds to return their capital within seven to ten years, have resulted in capital structures that are far more leveraged than those of their publicly traded counterparts, but also considerably more provisional and “opportunistic.” Whereas the average U.S. public company has long operated with roughly 30% debt and 70% equity, today's typical private‐equity sponsored company is initially capitalized with an “upside‐down” structure of 70% debt and just 30% equity, and then often charged with working down its debt as quickly as possible. Although banks supplied most of the debt for the first wave of LBOs in the 1980s, the remarkable growth of the private equity industry in the past 25 years has been supported by the parallel development of a new leveraged acquisition finance market. This financing innovation has led to a general movement away from a bankcentered funding base to one comprising a relatively new set of institutional investors, including business development corporations and hedge funds. Such investors have shown a strong appetite for new debt instruments and risks that banks have been unwilling or, thanks to increased capital requirements and other regulatory burdens, prohibited from taking on. Notable among these new instruments are second‐lien loans and uni‐tranche debt—instruments that, by shifting the allocation of claims on the debtor's cash flow and assets in ways consistent with the preferences of these new investors, have had the effect of increasing the debt capacity of their portfolio companies. And such increases in debt capacity have in turn enabled private equity funds—now sitting on near‐record amounts of capital from their limited partners—to bid higher prices and compete more effectively in today's intensely competitive M&A market, in which high target acquisition purchase prices are being fueled by a strong stock market and increased competition from corporate acquirers.