Do managers make takeover financing decisions that circumvent more effective outside blockholders?

Consistent with agency theory, we find that bidder managers make takeover financing decisions in ways that circumvent more effective monitors. Bidder managers are more likely to use cash rather than stock when targets have aggressive outside blockholders. We also find that the likelihood of a cash offer decreases when aggressive outside bidder block ownership is relatively low. However, the likelihood of a cash offer increases when aggressive outside bidder blockholding is in the intermediate range, a range of ownership where their continued influence over managerial decisions is threatened by a stock offer. Furthermore, we find that bidder management tends to use cash when its outside bidder blockholders are less aggressive. Overall, our findings indicate that managerial decisions on financing takeovers are motivated to prevent aggressive outside blockholders from gaining more control.     

Family ownership and environmental performance: The mediation effect of human resource practices

Previous literature has found that listed family firms underperform their nonfamily counterparts in terms of environmental performance, but has not explained why this occurs. We address this research gap by hypothesizing that training and development practices (i.e., managerial practices devoted to providing training and development for the workforce) mediate the relationship between family blockholders and environmental performance. Using a sample of 33,901 firm‐year observations from 2002 to 2016 distributed across 56 countries and employing the structural equation model technique, we find that investment in training and development practices explains almost half of the negative relationship between family blockholders and environmental performance. Our study contributes to the agency theory debate on principal–principal problems by explaining why family blockholders could damage other blockholders and minority shareholders.     

内部控制、关系型交易与非效率投资

基于 2007年至2011年中国上市公司的经验数据,探讨企业关系型交易对管理层机会主义行为的影响。实证结果表明：供应商或客户关系型交易比例越高,投资效率越低,这会加剧投资过度或投资不足程度,说明供应商或客户关系型交易在带来关系租金的同时也会带来一系列负面效应;上市公司的内部控制质量越好,越有助于抑制关系型交易带来的非效率投资,说明内部控制作为一种可置信承诺,能够有效抑制机会主义行为、控制和降低风险,提高信息披露的可信度,缓解信息不对称,从而抑制关系交易引发的投资不足或投资过度行为。     

非国有大股东影响国企审计师选择吗？

以1999—2016年A股国有上市公司为研究样本,检验了非国有大股东对国企审计师选择的影响,研究发现,非国有大股东降低了国企选择本地小所的概率,发挥了治理效应;非国有大股东相对力量越强,其治理效应发挥得越充分,对国企选择本地小所的抑制作用越明显;此外,非国有大股东对审计师选择的影响在地方国企和竞争性国企中体现得更加明显。进一步研究发现,非国有大股东提升了公司的审计质量。     

投资者监督、政府干预与企业价值——基于机构投资者的经验证据

文章通过模型证明大投资者(Blockholders)与个人投资者相比对上市公司实施更多的监督,并且大投资者的监督行为能够增加企业价值;但模型也表明机构投资者是否实施监督及其为企业带来的价值增量取决于监督的成本和收益。文章利用中国资本市场的机构投资者数据,检验了理论模型的四个基本结论。结果表明:机构投资者比个人投资者更积极地监督上市公司,并有助于提高企业价值;政府干预(用上市公司最终控制人为政府代表)减少了机构投资者监督的收益,降低了机构投资者对企业价值所起到的正面作用,削弱了机构投资者监督的积极性。研究结论表明,发展机构投资者有助于改善上市公司的治理水平,提升企业价值;但是政府干预限制了机构投资者的积极公司治理作用。     

Common institutional ownership and corporate misconduct

This paper explores the relationship between common institutional ownership and corporate misconduct. Empirical evidence indicates that common institutional blockholders (institutional blockholders with multiple blockholdings), with advantages in information, experience and resources, can effectively inhibit corporate misconduct. Furthermore, the inhibitory effect is stronger in firms prone to commit misconduct. Empirical results also support the role of state blockholders with multiple blockholdings and common institutional blockholders with high ownership proportions in restraining corporate misconduct. This paper contributes to the heated debate on the economic implications of common ownership and provides additional evidence for the role of common blockholders in Chinese capital markets.     

The Effects of Corporate Governance on the Relationship between Innovative Efforts and Performance1

Abstract

The purpose of this study is to examine the effects of managerial share ownership, CEO duality and board independence on the relationship between innovative efforts and performance. The study is motivated by the observation that despite the widely held belief that innovative efforts are crucial to firms' survival, previous studies were unable to provide any evidence in support of this belief. It addresses this incongruity by focusing on the effects of corporate governance on the relationship between innovative efforts and performance. Specifically, this study predicts and finds that managerial share ownership has a positive effect on this relationship while CEO duality has a negative effect. Contrary to the hypothesis, this study finds that board independence also has a negative effect on the relationship between innovative efforts and performance. This contradictory result is, however, consistent with the managerial-incentive theory, which proposes that inside directors are in a better position than outside directors to motivate managers to undertake profitable projects because they have superior access to firms' specific information.     

Catering to investors through capital expenditures: Testing assets substitution problem around financing

We test the catering theory, which describes how investor preferences might influence individual firms' investment financing decisions. To the best of our knowledge, our study may well be the first that directly connects catering with asset substitution to contrast the magnitude of catering by bondholders and shareholders. And indeed, it is interesting to find that although catering behavior is found to exist among both corporate bond and seasoned equity offering (SEO) managers, the coexistence of both appears to offset the abnormal investment phenomena of either underinvestment or overinvestment. The study results further reveal that firms engage in overinvestment when catering to conversion holders of existing convertible bonds. Taken together, we find that support for the asset substitution and abnormal investment argument is strong from a stockholder–bondholder conflict.     

上市公司与财务公司关联交易对投资效率影响研究

以2008—2014年我国上市公司与财务公司关联交易非平衡面板数据,实证检验了上市公司与财务公司主要类型关联交易对上市公司投资效率的影响。研究发现,上市公司与财务公司各主要类型关联交易总体上能够提升上市公司投资效率,但存在一定的差异,具体表现为：关联交易总额和关联资金交易金额越大越加剧了投资不足,但抑制了过度投资;关联劳务交易能够不显著缓解投资不足和抑制过度投资,而关联担保交易则不显著缓解投资不足和加剧过度投资。此外,上市公司面临的融资约束在上市公司与财务公司关联交易对投资效率影响中存在调节作用。     

THE REMUNERATION OF NON-OWNER MANAGERS IN SMALL AND MEDIUM-SIZED UK ENTERPRISES

Virtually all prior research on small and medium sized enterprise (SME) management has focused on owner managers. This article, however, empirically examines the determinants of managerial remuneration for a sample of 97 UK SME non-owning managerial employees. the empirical analysis, based upon data obtained from interviews with middle (i.e. non-director level) managers and the published financial records of their employing firms lodged at Companies House, first examines the influence of firm size and performance and then augments the empirical model to include pay composition, industrial sector, external labour market and human capital variables. The empirical results indicate that the average profitability of the employing firms is not a significant determinant of managerial remuneration. However, composition of pay appears to have a significant effect upon total remuneration since, even after controlling for other influences, managers in receipt of annual bonuses and/or profit-sharing bonuses are estimated to earn an additional £6,600. the managers’age and qualifications, and the asset size, industry and location of their employing firms are also significant factors and collectively are able to explain a large proportion of the cross-sectional variance in remuneration. Though there is a lack of previous empirical research on SME managerial pay.     

Selling accounts receivable and the underinvestment problem

Firms plagued by the Myers underinvestment problem can mitigate the severity of underinvestment by selling their high credit-quality accounts receivable. This paper solves for the break-point level of receivable credit-quality (that is, the level of credit-quality such that the sale of receivables whose quality is greater than this level will mitigate the magnitude of underinvestment,) and demonstrates that this break-point is an increasing function of the riskiness of the firms’ debt. The predictions of this model have broad implications for the nature of factoring and receivable securitization contracts.     

Business Strategies of Incumbents in the Market for Electric Vehicles: Opportunities and Incentives for Sustainable Innovation

This paper focuses on the relation between large car manufacturers’ incentive and opportunity to innovate and their electric vehicle (EV) business strategies. We analyze how environmental regulation and the firm's incentive (measured by net income) and opportunity to innovate (measured by EV asset position, determined from a combination of patent, partnership and prototype data) affected EV sales over the period 1990–2011. During the EV's R&D period in the 1990s, large car manufacturers that were regulated by the full zero emission vehicle mandate developed a significantly stronger EV asset position, but did not sell significantly more EVs than their rivals. During the EV's commercialization period (2007–2011), large car manufacturers with both a strong incentive and a strong opportunity to innovate sold significantly more EVs. Based on these results, the paper offers a typology of business strategies, several managerial implications, and recommendations for policy makers to stimulate sustainable development. Copyright © 2013 John Wiley & Sons, Ltd and ERP Environment     

从优化创业环境的维度看高职学生创业能力培养——云南省高职学生创业教育环境调查报告

创业能力是创业素养的有机组成部分,高职院校学生创业能力培养,在就业形势不容乐观的现状中显得日益重要。从优化创业内外环境两个维度出发,对影响云南省高职学生创业能力培养的内外环境变量,进行了基于问卷调查的系统考察与分析,并提出了内外环境优化的建设性措施。     

IS FINANCIAL SUPPORT FOR PRIVATE R&D ALWAYS JUSTIFIED? A DISCUSSION BASED ON THE LITERATURE ON GROWTH

Many economists have long held that market failures create a gap between social and private returns to research and development (R&D), thereby limiting private incentives to invest in R&D. However, this common belief that firms significantly underinvest in R&D is increasingly being challenged, leading the rationale behind public support for private R&D to be questioned. In this paper, we attempt to clarify the perspectives of two sources: the theoretical literature on endogenous growth, and its recent developments in integrating a geographical dimension, and the empirical literature that measures the social returns to R&D in relation to the private returns. Ultimately, we are able to clearly distinguish among different types of market failures and compare their relative impact on the gap between the private and social returns to R&D. Two main conclusions are reached. First, systematic firm underinvestment in R&D is not demonstrated. Second, even though instances of underinvestment do occur, they are mainly explained by surplus appropriability problems rather than by knowledge externalities. This suggests the need for a new policy mix that employs more demand‐oriented instruments and is more concentrated on identifying efficient allocations among activities rather than merely increasing global private R&D investment.     

Implications of corporate culture: a manager's guide to action

Drawing on cultural anthropology, Sathe develops a way of thinking about corporate culture that makes the concept analytically useful for dealing with managerial problems. He shows that by distinguishing between culture and behavior, and examining both simultaneously, it is possible to see more clearly why culture can be both an asset and a liability, and why it has such a subtle but powerful influence on organizational life. Not all cultures are equally powerful, however; Sathe presents some approaches for diagnosing a culture and understanding its strengths along with some implications for managerial action. Noting that a "perfect" culture-person fit is difficult to engineer, he makes suggestions for avoiding such mismatches and for better managing the culture shocks that inevitably hit the newcomer to an organization. He then turns to the question of how culture/person misfits may be understood and managed and what it takes to successfully deviate from the organization's culture when one is required to do so.     

封闭与开放:城中村空间解析——以广州市车陂村为例

以广州车陂村为例,由外而内地对城中村空间进行解析,指出城中村是城市发展过程中形成的一种空间类型,具有被挤迫和封闭的外部空间特征;同时在发展过程中,城中村仍然保留了传统村落的空间结构,体现在混合的功能使用、以公共空间为核心的村落肌理以及场所的文化传承上,这是城市空间多样性的重要内容.在此基础上,从内部空间的整理和外部空间的渗透两方面对城中村的改造提出建议,以期促使城中村空间由封闭走向开放,最终成为城市空间的一个部分.     

Blockholders’ Ownership and Audit Fees: The Impact of the Corporate Governance Model

This paper examines how two prominent corporate governance models, namely the shareholder and stakeholder models, have different effects on the relation between agency conflicts and the supply, and demand of audit services. Shareholder (stakeholder) countries rely heavily on public (private) information to reduce information asymmetry for outside investors in the context of high (low) litigation risk. We expect audit fees to reflect the level of agency conflicts in shareholder countries as well as the needs for information of the major blockholders in stakeholder countries. Using a sample of 7982 firm-year observations from 19 countries, we find a U-shaped relation between controlling shareholding and audit fees for shareholder countries and an inverted U-shaped relation between controlling shareholding and audit fees for stakeholder countries. These results are consistent across different firm-level governance arrangements.     

Bank ownership and cost efficiency: New empirical evidence from Russia

This paper investigates the cost efficiency of Russian banks with regard to their heterogeneity in terms of ownership form, capitalization and asset structure. Using bank-level quarterly data over the period 2005–2013, we perform stochastic frontier analysis (SFA) and compute cost efficiency scores at the bank and bank group levels. We deduct from gross costs the negative revaluations of foreign currency items generated by official exchange rate dynamics rather than by managerial decisions. The results indicate that the core state banks, as distinct from other state-controlled banks, were nearly as efficient as private domestic banks during and after the crisis of 2008–2009. Foreign banks appear to be the least efficient market participants in terms of costs, which might reflect their lower (and decreasing over time) penetration of the Russian banking system. We further document that the group ranking by cost efficiency is not permanent over time and depends on the observed differences in bank capitalization and asset structure. We find that foreign banks gain cost efficiency when they lend more to the economy. Core state banks, conversely, lead in terms of cost efficiency when they lend less to the economy, which can result from political interference in their lending decisions in favor of unprofitable projects Private domestic banks that maintain a lower capitalization significantly outperform foreign banks and do not differ from the core state banks in this respect.     

Hedge funds versus private equity funds as shareholder activists in Germany — differences in value creation

We investigate the valuation effects of German firms targeted by hedge funds and by private equity investors. We argue that both types of investors differ from other blockholders by their strong motivation and ability to actively engage and reduce agency costs. Consequently, we find positive abnormal returns following a change in ownership structure. However, these effects differ markedly between both investors, as proxy variables for agency costs only explain the market reaction for our private equity subsample. We conclude that private equity funds seem to be more successful at creating shareholder value, which could be due to their longer-term perspective and a higher adaptability to the surrounding corporate governance system.