风险投资对赌协议对盈余管理的影响研究——基于新三板挂牌的经验证据

对赌协议在风险投资交易中广泛应用,其利弊一直饱受争议。文章基于2013年至2020年的新三板挂牌数据,考察了风险投资对赌协议对创业企业挂牌时盈余管理的影响。研究发现,风险投资对赌协议会显著增加创业企业在挂牌前一年和挂牌当年的应计盈余管理水平。这一作用主要通过弱化风险投资的监督与服务,以及向创业企业家施加挂牌压力来实现。进一步研究发现,以股权回购作为补偿方式的对赌协议对盈余管理行为影响最大,当风险投资声誉较低、挂牌企业处于非政策支持行业时,对赌协议对盈余管理的正向影响更为显著。此外,挂牌后有对赌协议的公司出现了业绩下滑。文章的研究有助于理解风险投资对赌协议的性质和经济后果,揭示了风险投资影响企业信息披露行为的契约机制,为企业盈余管理的影响因素研究提供了新证据。     

对赌协议、利益不一致与企业创新投入

应用跳跃变化下的几何布朗运动模型，从VC投资者与企业家间利益差异角度探讨企业签订对赌协议对创新支出影响的作用机制。结合新三板创新型公司数据，手动搜集2010-2018年VC参与的新三板公司融资事件，运用PSM匹配方法进行实证检验。结果表明，签订对赌协议抑制企业创新支出，且对赌期间业绩目标更高、VC占股较高时对创新投入的负向影响更明显。企业在对赌期间面临着巨大的业绩压力，签订对赌协议加大了VC与投资者间利益不一致，减少创新支出能够缩小二者间不一致区间。断资比例低对于对赌抑制创新起到缓解作用，即断资点越低，对赌抑制创新的作用越弱。     

海富投资诉甘肃世恒一案解读:对赌条款之效力探析

随着私募股权融资的发展,融资协议中调整双方对投资目标价值认定的对赌条款逐渐兴起。但实践中却常因其效力认定引发纠纷,如海富投资诉甘肃世恒一案就在私募股权界引发了热切关注和广泛讨论。现将结合该案对最高人民法院的判决结果进行分析、理解,以期更好把握当前司法审判在对赌条款效力认定上的态度,促进私募股权投、融资双方运用法律保障自身权益。     

对赌协议在企业融资中的应用

本文首先从我国企业应用对赌协议的案例实践入手,揭示对赌协议的涵义,进一步提出企业签订对赌协议的风险防范措施。     

企业经营中“估值调整机制”的适用及效力性研究

企业经营中的估值调整机制(又叫对赌协议,以下简称对赌协议),是在企业对未来的经营状况具有不可预测性,不方便估值从而进行投资。对赌协议的出现有利于保护投资者的利益,同时可以达到对企业增资等有利于企业发展的目的。本文通过对三个案例分析,根据《全国法院民商事审判工作会议纪要(法〔2019〕254号)》(以下简称"九民纪要")中对对赌协议的相关规定,分析探讨对赌协议的效力问题。     

企业融资中的对赌协议:激励与风险分析

国内企业为解决发展中的资金瓶颈,越来越多通过国际投行或国内私募股权基金进行融资。投资方为保障自己的投资回报、激励融资者努力提升经营业绩,往往会要求与融资方签署对赌协议。不仅从理论上说明了对赌协议对融资企业的各种潜在影响,而且通过案例分析的方式对对赌协议的现实作用进行了剖析。     

对赌协议：-把双刃剑——深南电对赌协议分析

对赌协议是一种特殊的投资和融资手段,实际上对赌协议是一柄双刃剑,一方面能给投资者带来高收益,为融资者提供巨额资金,另一方面也带来了较高的投资和融资风险。     

对赌协议:天使与魔鬼的博弈

<正>对赌协议是魔鬼还是天使,如何既能保障投资人的利益又不伤害企业持续经营和中小股东的利益,管理层对于对赌协议态度如何,如何规避对赌协议可能导致的"一票否决",怎样才能达到相关方的双赢或多赢?结合近期出现的实际案例,从利弊两面进行分析,并寻找可行的"路线图"。大连电瓷签订业绩对赌     

对赌协议在企业并购中的应用分析

本文通过对企业并购中存在的风险作出分析,对企业并购中常使用的对赌协议进行了介绍。揭示了对赌协议的使用是企业并购双向选择的结果这一实质,对赌协议在运用得当时将实现"双赢",企业应结合长期发展的实际情况适时调整政策措施,从而实现"双赢"。并分析了并购中应用对赌协议规避风险应当注意的问题。     

PE对赌合约

在对赌协议的定义基础上,主要分析对赌协议的主体要求,评判标准,区别国内外风险激励内容的不同,就市场情况达成协议的条件,并就对赌协议所存在的风险隐患这五个方面。在明确上述问题后,结合中国现在实际的资本市场运作情况,给出企业应用对赌协议的相关合理建议。     

Pleasure and belief in Hume's Decision Process

Abstract

The purpose of this paper is to introduce explicitly pleasure and belief in what aims at being a Humean theory of decision, like the one developed in Diaye and Lapidus (2005a). Although we support the idea that Hume was in some way a hedonist – evidently different from Bentham's or Jevons' way – we lay emphasis less on continuity than on the specific kind of hedonism encountered in Hume's writings (chiefly the Treatise, the second Enquiry, the Dissertation, or some of his Essays). Such hedonism clearly contrasts to its standard modern inheritance, expressed by the relation between preferences and utility.

The reason for such a difference with the usual approach lies in the mental process that Hume puts to the fore in order to explain the way pleasure determines desires and volition. Whereas pleasure is primarily, in Hume's words, an impression of sensation, it takes place in the birth of passions as reflecting an idea of pleasure, whose “force and vivacity” is precisely a “belief”, transferred to the direct passions of desire or volition that come immediately before action. As a result, from a Humean point of view, “belief” deals with decision under risk or uncertainty, as well as with intertemporal decision and indiscrimination problems.

The latter are explored within a formal framework, and it is shown that the relation of pleasure is transformed by belief into a non-empty class of relations of desire, among which at least one is a preorder.     

Globalization,Neoliberalism and the attack on social security

Neoliberal political movements advocate privatization of public pension systems. Globalization imposes pressure on nations to conform to neoliberal policy views with respect to the design and structure of social insurance, including public pension systems. The paper begins with an investigation of the economic, ethical and ideological dimensions of the privatization debates in the U.S.; it argues that privatization advocates may be largely moved by ideology, since the other reasons advanced appear weak or unfounded. The second part discusses the history of Social Security, the purposes for its creation, and some of its economic effects. Differences between public and private pension systems are considered. A brief international comparison of some aspects of public pension system finance and benefit structures is presented. The final section considers the ethical, macroeconomic and distributional implications of privatization, prefunding and payroll tax funding, and argues for a pay as you go system financed with income taxes. In order to promote equity, economic security, community, and social cohesion, public pension systems should be universal in coverage. In order to reduce the inequality, income insecurity, and aged poverty generated by market economies, public pension systems ought to be progressive: benefit/contribution ratios should be inversely proportional to income, and progressive income taxes should finance the system. To promote economic growth, the systems should be financed on a pay-as-you-go basis, and should not be prefunded except for an emergency reserve. The fiscal policy recommendations partially depend upon the theory developed by Abba Lerner in the 1940s, and recently advanced by Wynne Godley and Randy Wray: Lerner's “principle of functional finance.”     

Neurally reconstructing expected utility

While the concept of “expected utility” informs many theories of decision making, little is known about whether and how the human brain might compute this quantity. This article reviews a series of functional magnetic resonance imaging (FMRI) experiments designed to localize brain regions that respond in anticipation of increasing amounts of monetary incentives. These studies collectively suggest that anticipation of increasing monetary gains activates a subcortical region of the ventral striatum in a magnitude-proportional manner. This ventral striatal activation is not evident during anticipation of losses. Actual gain outcomes instead activate a region of the mesial prefrontal cortex. During anticipation of gain, ventral striatal activation is accompanied by feelings characterized by increasing arousal and positive valence. These findings affirm the role of emotion in the anticipation of incentives, and may provide an initial step towards a neural reconstruction of expected utility.     

Duplication, Growth and ‘Total Return Economics’

Maintenance consumption is an expense recovered in product prices, yet also a source of taste satisfaction which must be exhausted, rather than reinvested, from the capital affording it. This riddle is solved in the duplication rules: the cost of maintenance consumption is recovered in pay and prices, but an equal flow is exhausted from the human capital of the worker earning the pay. The rules impact tradition in several ways. If output is defined in principle as value added, then it cannot also be described as consumption plus net investment without double-counting the maintenance consumption recovered in prices. Also rate of return in the stationary state is not zero, but is the rate sufficient to offset the exhaustion of individual human capital. The rules lead to new insights into economic return, and support an argument that all growth at the scale of closure is due to productivity gain rather than to thrift.     

John Stuart Mill's Theories of Wealth and Income Distribution

Although he was much influenced by David Ricardo when he wrote the classical part of his Principles , John Stuart Mill was not a Ricardian when he penned his theories of wealth and distribution. They are based on a triple foundation. First, a belief that economics is a moral discipline. Second a theory of custom-driven human behavior. Third, an empirically formed conviction that the institutions of state, education and business cooperate to structure the distribution of income. On the basis of these presuppositions, Mill formulated 1) an institutional theory of the formation of human and non-human wealth and 2) an even more institutional theory of distribution demonstrating how the aforementioned institutions malignantly skew the distribution of income to the advantage of the propertied classes and to the extreme disadvantage of the working class. As a social economist, Mill recommended institutional reforms designed to eradicate the poverty of the working class.     

Simulating the Effect of Regulatory Systems in a Fishery, An Application to the French Driftnet Albacore Fleet

With a thin economic component, most bio-economic models of fisheries failto assess the effects of the regulation systems on firms. In order to analysethe short term consequences of different management schemes, a simulationmodel is applied to the French driftnet albacore fleet: licence allocation withdriftnet regulation, individual quotas, and individual transferable quotaswithout any input control. Vessel technology is estimated by using the datacollected, and groups of vessels are distinguished according to criteria ofperformance. We present the adjustment within firms and between groupsunder different scenarios (limited entry with and without driftnetregulation, individual quotas and individual transferable quotas allocation),and we compare their results in terms of quasi-rent value and otherindicators such as hake harvests or dolphin by-catches.     

Knowledge as a Path-Dependence Process

By following a new approach proposed by Cognitive and Neuroeconomics, this paper presents and extends that part of Hayek's theory concerning knowledge in path-dependent terms, and shows that this is a fertile theory, opening new lines of inquiry for contemporary economics. In his theory of knowledge Hayek shows that the dynamics of economic change is path-dependent, in a different and more profound way than in the rest of the path-dependent literature. This literature deals with an important controversy, which will be also discussed and its specific and original meaning will be highlighted. As it will emerge, knowledge as a path-dependent process is consistent with cognitive theories of perception and learning and it plays a more important role than is traditionally assumed. Path-dependence is in fact always present in the cognitive dimension of perception and in individual decision-making processes, as well as in the processes of organizational innovation, and even in the macro-dimension of institutional change. This revised version was published online in July 2006 with corrections to the Cover Date.     

Forecasting the price of gold

This article seeks to evaluate the appropriateness of a variety of existing forecasting techniques (17 methods) at providing accurate and statistically significant forecasts for gold price. We report the results from the nine most competitive techniques. Special consideration is given to the ability of these techniques to provide forecasts which outperforms the random walk (RW) as we noticed that certain multivariate models (which included prices of silver, platinum, palladium and rhodium, besides gold) were also unable to outperform the RW in this case. Interestingly, the results show that none of the forecasting techniques are able to outperform the RW at horizons of 1 and 9 steps ahead, and on average, the exponential smoothing model is seen providing the best forecasts in terms of the lowest root mean squared error over the 24-month forecasting horizons. Moreover, we find that the univariate models used in this article are able to outperform the Bayesian autoregression and Bayesian vector autoregressive models, with exponential smoothing reporting statistically significant results in comparison with the former models, and classical autoregressive and the vector autoregressive models in most cases.     

Interest on reserves and inflation

The payment of interest on reserves has been a common practice in inflationary economies. This policy may seem paradoxical since it involves returning part of the seigniorage, generated by the inflation process, with the intention to finance the fiscal deficit. This paper argues that the motivation for this policy can be captured by the discretionary regime, where the policymaker pays interest on reserves because he is concerned with the erosion of real liquidity by inflation, which is in part beyond his control. However, this policy is an unlikely outcome in the commitment regime, where the policymaker is in full control of inflation.