剩余索取权分配的理论依据比较研究

剩余索取权的分配是企业治理结构中一个重要的问题,它关系到企业的治理效率和企业目标的实现。股东至上理论和利益相关者理论对这个问题作出了各自的回答,然而,长期利益共同体理论却以资产专有性为依据,认为核心要素才是剩余索取权的分配主体,同时这个主体既可能是一元的,也可能是多元的,从而建构了一个介于两者之间的理论构想。     

A clash of governance logics: Foreign ownership and board monitoring

We ask whether and when shareholder‐oriented foreign owners are likely to change corporate governance logics in a stakeholder‐oriented setting by introducing shareholder‐oriented governance practices. We focus on board monitoring and claim that because the bundle of practices used in a stakeholder context does not protect shareholder‐oriented foreign owners' interests, they seek to introduce their own practices. Our results suggest that board monitoring is only activated when shareholder‐oriented foreign ownership is high and that the influence of foreign ownership is especially strong in firms without large domestic owners, with high levels of risk and poor performance. Our findings uncover the possibility of the co‐existence of different corporate governance logics within a given country, shaped by the nature and weight of foreign owners Copyright © 2014 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.     

When is cash good or bad for firm performance?

Research summary: Cash can create shareholder value when used for adaptation to unfolding contingencies, but can also reduce value when appropriated by other stakeholders. We synthesize arguments from the behavioral theory of the firm, economic perspectives like agency theory, and the value‐creation versus value‐appropriation literatures to argue that the implications of cash for firm performance are context‐specific. Cash is more beneficial for firms operating in highly competitive, research‐intensive, or growth‐focused industries that are typical of contexts requiring adaptation in the face of uncertainties. Conversely, cash is more detrimental to performance in firms that are poorly governed, diversified, or opaque, as are typical of contexts where stakeholder conflicts, information asymmetries, or power imbalances can encourage value appropriation by other stakeholders. Managerial summary: Cash can create shareholder value when used for adaptation to unfolding contingencies, but can also reduce value when appropriated by other stakeholders. While cash‐rich firms have higher performance on average, with those in the 75th percentile having a market‐to‐book value 15 percent higher than those in the 25th percentile, we find that the performance benefits of cash depend on the context. Cash is more beneficial for firms operating in highly competitive, research‐intensive, or growth‐focused industries that are typical of contexts requiring adaptation in the face of uncertainties. Conversely, cash is more detrimental to performance in firms that are poorly governed, diversified, or opaque, as are typical of contexts where stakeholder conflicts, information asymmetries, or power imbalances can encourage value appropriation by other stakeholders. Copyright © 2015 John Wiley & Sons, Ltd.     

Shareholder value,stakeholder management,and social issues: what's the bottom line?

We test the relationship between shareholder value, stakeholder management, and social issue participation. Building better relations with primary stakeholders like employees, customers, suppliers, and communities could lead to increased shareholder wealth by helping firms develop intangible, valuable assets which can be sources of competitive advantage. On the other hand, using corporate resources for social issues not related to primary stakeholders may not create value for shareholders. We test these propositions with data from S&P 500 firms and find evidence that stakeholder management leads to improved shareholder value, while social issue participation is negatively associated with shareholder value. Copyright © 2001 John Wiley & Sons, Ltd.     

With greater power comes greater responsibility? takeover protection and corporate attention to stakeholders

Using takeover protection as an indicator of corporate governance, this study examines how an exogenous shift in power from shareholders to managers affects corporate attention to non‐shareholding stakeholders. Two competing hypotheses are entertained. The shareholder view predicts that stronger takeover protection will lead to a decrease in corporate attention to shareholders and non‐shareholding stakeholders alike, as managers divert resources from shareholders to the pursuit of their private interests. The stakeholder view, in contrast, predicts that stronger takeover protection will increase corporate attention to non‐shareholding stakeholders. Because catering to non‐shareholding stakeholders contributes to the long‐term value of the firm, managers will be more likely to attend to those stakeholders when relieved from short‐termism triggered by the threat of hostile takeovers. Using a sample of 878 U.S. firms from 1991 to 2002, the study finds that an exogenous increase in takeover protection leads to higher corporate attention to community and the natural environment, but has no impact on corporate attention to employees, minorities, and customers. Additional analyses show that firms that increase their attention to stakeholders experience an increase in long‐term shareholder value. These findings provide additional evidence that relief from short‐termism is a likely source of the increase in corporate attention to non‐shareholding stakeholders following the increase in takeover protection. Copyright © 2008 John Wiley & Sons, Ltd.     

UK Executive Bonuses and Transparency — A Research Note

High levels of executive pay in the USA and the UK have attracted journalistic and academic criticism to the effect that they constitute rent extraction by self‐interested executives rather than rewards for raising shareholder returns. The focus of most criticism has been on salary, severance payments and various long‐term incentives (particularly share options). However, executive bonuses have attracted little attention and have been only lightly regulated. This raises important questions. Has lighter regulation been associated with significant levels of rent extraction through bonuses, that is, a weak relation between bonus pay and shareholder returns? Have more transparent performance conditions attached to bonuses strengthened the relation, making rent extraction more difficult, or have they acted as camouflage for rent extraction, associated with higher bonus pay but lower pay‐performance responsiveness? Are measures of CEO power associated with larger bonuses? This empirical note provides the first, preliminary answers to these questions.     

Leveraging foreign institutional logic in the adoption of stock option pay among Japanese firms

Research summary : We investigate why Japanese firms have adopted executive stock option pay, which was developed with shareholder‐oriented institutional logic that was inconsistent with Japanese stakeholder‐oriented institutional logic. We argue that Japanese managers have self‐serving incentives to leverage stock ownership of foreign investors and their associated institutional logic to legitimize the adoption of stock option pay. Our empirical analyses with a large sample of Japanese firms between 1997 and 2007 show that when managers have elite education, high pay inequality with ordinary employees, and when firms experience poor sales growth, foreign ownership is more likely associated with the adoption of stock option pay. The study shows the active role of managers in facilitating the diffusion of a new governance practice embodying new institutional logic. Managerial summary : Why have Japanese firms adopted stock option pay for executives? Inconsistent with Japanese stakeholder‐oriented tradition in corporate governance, such pay has been believed to prioritize managerial attention to the interests of shareholders over those of other stakeholders. However, to the extent that shareholders' interests are legitimate in the Japanese context, executives who have self‐serving incentives to adopt such pay can leverage the need to look after shareholders' interest in their firms to legitimize their decisions. In a large sample of Japanese firms, we find that foreign ownership (representing shareholders' interests) is more likely to be associated with the adoption of stock option pay when managers are motivated to receive such pay, such as when they have elite education, high pay inequality with ordinary employees, or poor sales growth. Copyright © 2015 John Wiley & Sons, Ltd.     

Corporate governance antecedents to shareholder activism: A zero‐inflated process

Research summary: Shareholder activism has become more widespread, yet the role of corporate governance as antecedent to shareholder activism remains equivocal. We propose a new conceptual model that characterizes the stochastic of observable shareholder activism as a compound product of two latent components representing (1) shareholder activists' propensity to target a company and (2) executives' propensity to settle activists' demands privately. Our model explicitly decouples corporate governance expectations for the two latent components embedded in activism process, and thus allows us to relax assumptions of homogenous shareholder interests and constrained managerial discretion where corporate managers are expected to negotiate privately and settle only value‐creating activist demands. Bayesian analysis of zero‐inflated Poisson regression reveals that corporate governance relationships with activism vary across shareholder demands and private settlements. Managerial summary: Increasing shareholder activism has generated debates as to whether activism promotes managerial accountability and responsibility or instead encourages managerial short‐termism. Our research model allows for heterogeneous interests among a company's shareholders. We theorize and empirically investigate a broader role of corporate governance: governance mechanisms need to ensure that executives are not (1) ignoring activists' value‐increasing demands or (2) accommodating activists' value‐decreasing demands in a private, opaque manner that disenfranchises other shareholders. Our results indicate that corporate governance implications differ for visible shareholder demands in contrast with private activism. A plausible application of our model is that it provides estimates of the probability of the numbers of shareholder demands to be received by a firm and the probability of privately settling a demand. Copyright © 2015 John Wiley & Sons, Ltd.     

Shareholder Activism in REITs

Conventional wisdom suggests that shareholder activism in REITs is less prevalent than in other (non‐REIT) public firms because of stronger barriers to hostile takeovers and potentially less undervaluation. Our results, however, suggest that the conventional wisdom does not hold. Specifically, we find that in 2006–2015, Equity REITs (EREITs) are as likely to be targeted by shareholder activists as non‐EREITs. We also find that shareholder campaign characteristics and determinants, as well as their value consequences, appear similar for EREITs and non‐EREITs. Given that this is the first study to examine shareholder activism in REITs, we raise several questions for future research.     

Stakeholder relations and the persistence of corporate financial performance

We examine the effect of a firm's relations with its nonfinancial stakeholders, including its employees, suppliers, customers, and communities, on the persistence of both superior and inferior financial performance. In particular, integrating and extending the resource‐based view of the firm and stakeholder management literatures, we develop the arguments that good stakeholder relations not only enable a firm with superior financial performance to sustain its competitive advantage for a longer period of time, but more importantly, also help poorly performing firms to recover from disadvantageous positions more quickly. The arguments are supported by the analysis of a series of first‐order autoregressive models. Our findings further suggest that the positive effect of good stakeholder relations on the persistence of superior performance is not as strong as that of some other firm resources, such as technological knowledge, but it is the only factor examined that promises to help a firm recover from inferior performance. Therefore, the role of positive stakeholder relations in helping poorly performing firms recover is found to be more critical than its role in helping superior firms sustain their performance advantage. Copyright © 2009 John Wiley & Sons, Ltd.     

Shareholders of the World United? Organized Labour's Preferences on Corporate Governance under Pension Fund Capitalism in the United States,United Kingdom and France

This article considers whether organized labour's engagement with shareholder activism represents a shift in unions’ traditional stakeholder preferences on corporate governance under pension fund capitalism. It does so in light of recent critiques of the class power thesis of corporate governance which suggest greater fluidity and fragmentation in labour's approach. Adopting a diverse case study strategy to compare organized labour's actions in the United States, United Kingdom and France, the article explains these activities as innovative strategies, similar to other revitalization initiatives, designed to advance traditional agendas by alternative means. The article thus concludes that, while organized labour's shareholder activism is unexpected under the class power thesis, its core preferences remain largely unchanged.     

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.     

Corporate Governance and Human Resource Management

This paper investigates the effect of different forms of corporate governance on the structure and nature of stakeholder relationships within organizations and the consequent impact on human resource management (HRM) policy and outcomes. The analysis shows that while performance advantages can be derived from commitment‐based HRM systems, a corporate governance regime that privileges remote stakeholders may operate as a constraint on such systems. The empirical analysis is based on the UK Workplace Employee Relations Survey (WERS98).     

Corporate Social Responsibility and Governance: The Role of Executive Compensation

This article examines the relationship between corporate governance and corporate sustainability by focusing on an essential component of companies' governance structure: executive compensation programs. We propose an original empirical strategy based on a large set of the biggest capitalizations in Organization for Economic Cooperation and Development (OECD) countries over the period 2004–2018, with explicit measures of how companies integrate into executive managers' remuneration precise criteria of corporate social responsibility, an incentive scheme called corporate social responsibility (CSR) contracting. Our results show that proposing executive compensation programs including CSR criteria has a negative impact on financial performance, and a large positive impact on extra-financial performance based on the following dimensions: relationship with customers and suppliers, and community involvement. Second, we explore the moderating role of the corporate governance model by distinguishing the impact between firms with a shareholder or stakeholder corporate governance model and reveal significant differences in the impact of CSR contracting. For firms with a stakeholder corporate governance model, CSR contracting is no longer associated with a fall of financial performance and has a large positive impact on human resources, environmental, and human rights performance. On the other hand, CSR contracting has a negative impact on financial performance but no impact on extra-financial performance for firms with a shareholder corporate governance model.     

Mapping moral philosophies: strategic implications for multinational firms

Strategic managers appear increasingly under pressure from stakeholder concerns regarding social and ethical issues. Partially in response, the supply of ethical decision‐making models has grown rapidly. Business ethics scholars have broadened their scope to incorporate moral philosophies into their research endeavors. Despite these positive trends, the international focus of business ethics research has been slow to evolve. Yet, diverse moral philosophies, often most apparent across international borders, have important strategic implications for multinational firms. The ethical norms pursued by cross‐cultural alliance partners, distributors, suppliers, customers, financiers, and foreign government agencies can create public relations disasters, foster shareholder unrest, lead to consumer boycotts, and impact organizational outcomes. We seek to rectify the deficiency in international business ethics scholarship with two distinct contributions. First, we develop a new cross‐cultural, macro‐level model of societal ethics. Second, we map moral philosophies onto an established framework for assessing socioeconomic environments. These theoretical tools should assist managers of multinational organizations, international policy‐makers, and researchers to recognize and prepare for the ethical consequences of international strategic decisions. Copyright © 2003 John Wiley & Sons, Ltd.     

How Do Social Media Affect Analyst Stock Recommendations? Evidence from S&P 500 Electric Power Companies' Twitter Accounts

Research summary : The importance of firm‐stakeholder relationships is gaining increasing attention. Although a theory of the drivers and consequences of stakeholder pressure has been developing, it focuses on pressures from organized stakeholders such as shareholders, NGOs, and activists, and does not incorporate the emerging possibility that individual voices may matter. By exploring corporate Twitter, which facilitates movement of individual stakeholders such as customers to a higher stakeholder class by providing them with a greater sense of power and urgency, we study the circumstances under which customer voices significantly affect analyst stock recommendations. We find that favorable reactions to firm‐initiated messages matter, directly or indirectly, depending on the messages' growth implications. Customer‐initiated negative messages have a significant impact only with high volume and formal institutions that support customer opinions. Managerial summary : Social media is increasingly used by firms for disclosing information and engaging stakeholders. Yet, we know little about whether and how social media usage matters. We show how corporate Twitter usage may influence analyst stock recommendations. Our interviews of securities analysts suggest that social media is not institutionalized yet, but increasingly used as a source of channel checks, especially for vibes, validations, and so on. Our analyses of corporate Twitter accounts show that both firm‐initiated and customer‐initiated tweets can have significant impact on analyst recommendations under certain conditions. For firm‐initiated tweets, the extent of retweets is an important factor, along with the content of tweets, in particular, growth implications. For customer‐initiated tweets, negative tweets matter, but only with high volume and regulatory structure that supports customer protection. Copyright © 2017 John Wiley & Sons, Ltd.     

The effects of corporate reputation perceptions of the general public on shareholder value

Superior corporate reputations can have strategic value for firms. Of the “multiple reputations” associated with each firm, we focus on the perceptions of the general public. The public represents the most widely defined stakeholder group but has attracted the least amount of research interest to date. Drawing on data for German firms, this study demonstrates that superior reputation perceptions issued by the general public increase shareholder value, as measured by future stock returns. This study provides a more nuanced understanding for this novel finding. Applying a conceptualization of reputation that balances both its affective and cognitive components, we find that reputation perceptions that are driven by nonfinancial aspects are more value relevant in the future than reputation perceptions that are driven by previous financial performance. Copyright © 2014 John Wiley & Sons, Ltd.     

Incremental value creation and appropriation in a world with multiple stakeholders

There is a renewed interest among strategy scholars in the relationship between stakeholder theory and the dynamics of value creation‐appropriation in firms. Further advancements in this field are arguably impeded by an incomplete conceptualization and measurement of value and by scant characterization of the different patterns of stakeholder value appropriation. We develop a conceptual framework—based on an analytical taxonomy of value creation and appropriation—consistent with a more complete notion of value and wherein the trade‐offs in stakeholder value appropriation can be included. In essence, our analytical taxonomy contributes to enlarge the spectrum of value creation‐appropriation scenarios to be considered by researchers working on the stakeholder view of strategy. Copyright © 2014 John Wiley & Sons, Ltd.     

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。