全球化视野下金融集团监管的合作与协调

金融集团是二十世纪80年代以来发展起来的一种创新组织形式,在经济全球化背景下面临由复杂组织结构及集团内部交易等问题引起的特定风险。"金融集团联合论坛"自成立起来,先后发布多项旨在监督金融集团稳健运营的文件,以切实加强对多元化金融集团的监管。欧盟理事会发布的"监管指令"消弭了欧盟对金融集团监管的重复、脱节现象,使欧盟监管由行业监管向跨行业监管、由机构性监管向功能性监管的方向过渡。     

德国金融集团的监管

德国于2002年实行统一监管,金融监管局依照《欧盟金融集团监管指令》,对金融集团统一监管。德国金融集团监管的制度安排对中国金融控股公司的监管具有一定的启示意义。     

澳大利亚对混业金融集团三级监管的实践及启示

澳大利亚金融体系在本轮国际金融危机中受损甚微,主要得益于其双峰监管模式。澳大利亚审慎监管署(APRA)发布的对混业金融集团监管草案(简称"三级监管"),确定了混业金融集团的确认原则,并从资本充足水平、公司治理、风险管理、法律授权、监管程序等各方面加强监管。这对我国加强对金融集团的监管有较强的借鉴意义。据此,本文从监管制度、法律框架、审慎监管准则、交叉性业务风险预警、人才培养和交流等方面提出完善金融集团监管的建议。     

我国金融集团关联交易法律监管现状与问题

2009年末，银监会出台了《商业银行投资保险公司股权试点管理办法》，体现了对金融集团关联交易法律监管的重视。文章在借鉴美国和欧盟监管金融集团关联交易的经验的基础上，对金融集团关联交易法律监管的必要性做出分析，探讨其法理基础，并针对我国监管主体和监管方式两个方面的现状与存在的问题进行列举与分析，以预防、规制不正当的金融集团关联交易行为。     

金融控股集团资本充足的法律监管研究

资本充足监管是金融控股集团监管的一个重要方面。我国目前正在制定《金融控股公司监管条例》,而资本充足监管是其中的重要内容。本文结合联合论坛和欧盟的相关监管文件,介绍金融控股公司及由其为核心的金融集团资本衡量的主要方法以及欧盟的跨行业资本概念,并对我国的资本衡量法律创新提出了若干建议。     

金融集团整体监管的新进展

20世纪80年代以来,大型跨国金融集团迅速发展,因其业务广泛,所辖受监管和未受监管的实体,模糊了行业界限,给分业监管带来诸多挑战。为弥补金融集团的监管缺失,1996年,巴塞尔银行监管委员会(BCBS)、国际证监会组织(IOSCO)、国际保险监督官协会(IAIS)共同成立"金融集团联合论坛     

金融集团监管在我国的发展浅析

对于金融控股集团,我们法律并没有明确规定其监管主体.在未来的监管协调机制中,应当考虑建立"3+1"的监管协调机制,尤其要注重中国人民银行的主导性作用.就监管手段而言,应当建立"业务防火墙"和"中国墙",并针对金融集团的股东资格设置准入限制.     

论中国金融控股公司的法律监管

为了增强竞争力以适应国际金融业的发展趋势,我国金融机构采用了金融控股公司这种创新组织形式.对于现实中已经存在的金融控股公司必须建立相应的法律监管制度,以防范新的金融风险和维护金融业的稳健发展.不同于传统监管模式,对金融控股公司的监管要侧重于金融控股公司基于控股权而给整个金融集团带来的影响,法律应在监管对象的界定、监管权力的配置和监管的主要内容方面作出重点规范.     

多元化金融集团的国际监管研究

随着管制放松与竞争加剧，金融领域出现业务多元化、组织集团化趋势。传统国际金融监管手段无法适应形势需要。三大国际监管机构联全出台了《多元化金融集团监管的最终文件》。本文根据文件精神，从资本冯足与国际合作两上角度针对多元化金融集团国际合作两上角度针对多元化金融集团国际监管提出对策建议。     

综合经营趋势下金融集团的资本充足度监管

金融综合经营与金融集团的产生,对监管机构的资本充足度监管提出了一些挑战。在传统的分业监管框架下,金融集团可以利用其调配资本资产的灵活性进行监管资本套利,套利手段包括资产簿记调整、资本重复计算、债务资本化、利用非受监管成员企业承担风险等。我国的金融监管机构在已对银行集团和保险集团提出统一资本监管要求的基础上,应通过做实监管协调机制、扩大受监管金融集团范围、对集团内非金融企业进行审慎监管、健全金融集团内部防火墙制度等方法,完善对金融集团的资本充足度监管。     

The Prudential Supervision of Financial Conglomerates in the European Union

Abstract

Around the world, the formation of financial conglomerates is gaining importance. In the United States, the provisional agreement between Congress and President Clinton’s administration to break down the barriers between banking, insurance, and securities firms by repealing the Glass-Steagall Act is no less than revolutionary. Meanwhile, in the European Union (EU), where the establishment of financial groups working in all three sectors has long been permitted, the Financial Services Action Plan (COM 1999),¹ as endorsed by European Heads of State at the Köln Council, identifies the further development of prudential rules for financial conglomerates as a top priority for EU financial services legislation in the coming years.

The focus of EU prudential legislation is on individual financial services undertakings, that is, on the bank, insurance company, or securities undertaking and not on the position and operation of the conglomerate as a whole. From this angle, the potential danger is one of a growing mismatch between the prudential approach, which looks at the individual legal undertakings separately, and the business approach, which manages and controls the conglomerate as a whole in different product and geographic areas. For this reason, the basic EU prudential framework has been supplemented to address the conglomerate dimension.

This paper presents an overview of financial services prudential legislation in the EU. It explains the role of the European Commission and gives a summary of the basic prudential framework for financial services, focusing on the single passport concept and the principle of mutual recognition. It examines the recent history of financial concentration and conglomeration in Europe and discusses general prudential issues arising from financial conglomerates. The paper also examines existing EU prudential legislation on financial conglomerates and how this might be developed in the future. Finally, some conclusions are drawn. It is hoped that this brief overview of how the European Union has tackled and is tackling the difficult issue of financial conglomerate supervision might be of interest to North American readers at a time when the United States is changing its prudential legislation to permit the development of financial conglomerates.     

Corporate diversification,investment efficiency and the business cycle

I document the time-varying investment efficiency of conglomerates compared with single-segment firms. I find that, during recessions, conglomerates have higher Q-sensitivity of investment than do stand-alone firms, in contrast to the relationship during expansion periods. I also find that conglomerates, with the benefits from internal capital markets, exhibit increased dependence of investment on internal capital during recessionary periods, while stand-alone firms significantly increase cash retention and deviate their investment from its optimal level more severely. I examine the effect of the degree of diversification and find consistent evidence on investment efficiency and deployment of internal capital. I also provide evidence that conglomerates with stronger governance do not improve investment efficiency during recession, which suggests that agency costs cannot fully explain the changes in investment of conglomerates.     

Spin‐offs: Tackling the Conglomerate Discount

Spin‐offs and other restructuring actions have risen sharply in 2011, driven by the need to streamline business models and increase corporate values. These transactions can be an effective tool for addressing the conglomerate valuation discount that has been a pervasive phenomenon over the past decade, affecting conglomerates in most regions across the world. In particular, North American and Western European conglomerates trade at valuation multiples that are roughly 10% lower than those of their pure‐play peers. A conglomerate discount also prevails in some of the emerging markets, including CEEMEA and Asia. Nevertheless, in some regions, notably Japan and Latin America, conglomerates typically trade at a premium. Although the average conglomerate discount narrowed during the financial crisis due to the perceived benefits of diversification during downturns, almost half of the conglomerates globally trade at a discount, and almost a third of all conglomerates have persistently traded at a discount during the past five years. For such companies, fixing the discount requires a simplification of the business model. The authors show that recent announcements of spin‐offs have led to significant share price outperformance by the parent company in both the short and the longterm, highlighting their effectiveness as a tool to enhance valuation. Spin‐offs can be particularly attractive for those conglomerates that operate unrelated business segments since these firms trade at a sharper discount than diversified firms operating in related businesses. The authors discuss how management should think about the financial implications of spin‐offs, including capital structure considerations, dividend policy, and turnover in the shareholder base.     

Determinants of ownership structure: An empirical study of the Korean conglomerates

This study characterizes the ownership structure of multifirm conglomerates in terms of two dimensions; the degree of direct ownership and the amount of family stake. The determinants of the two dimensions are investigated simultaneously using the seemingly unrelated regression model. The results show that the conglomerates with a higher leverage and the bigger proportion of nonmanufacturing businesses tend to have a direct ownership. On the other hand, the conglomerates with a bigger size and a larger proportion of nonvoting shares tend to have a pyramidal ownership. As for the family stake, conglomerates with focused business lines tend to have a larger family stake. However, conglomerates that use more nonvoting shares and have more listed firms tend to have a lower family stake. The empirical results can be interpreted as a rational response of the market participants to the business environment that looks like ‘financing without governance.’     

Effects of Corporate Diversification on Productivity

Using plant-level observations from the Longitudinal Research Database I show that conglomerates are more productive than stand-alone firms at a given point in time. Dynamically, however, firms that diversify experience a net reduction in productivity. While the acquired plants increase productivity, incumbent plants suffer. Moreover, stock prices track firm productivity and this tracking is equally strong for diversified and stand-alone firms. Therefore, lower transparency of conglomerates is unlikely to explain the discrepancy between productivity and stock prices on average. Finally, I offer some evidence that this discrepancy may arise because conglomerates dissipate rents in the form of higher wages.     

Value of Conglomerates and Capital Market Conditions

This article studies variations in the value of diversification across time under various capital market conditions. I find that when external capital is more costly at the aggregate level, the value of conglomerates increases relative to focused firms. I also find that this increase is greater for financially constrained conglomerates, such as bank-dependent or small conglomerates. My findings support the theories on the advantage of diversification over focus. They suggest that the ability to substitute external capital markets with internal capital markets creates value for conglomerates when the financing cost in external markets is high, especially for those conglomerates that are financially constrained.     

Regulating financial conglomerates

We analyze the risk-taking incentives of a financial conglomerate that combines a bank and a non-bank financial intermediary. The conglomerate's risk-taking incentives depend on the level of market discipline it faces, which in turn is determined by the conglomerate's liability structure. We examine optimal capital regulation for standalone institutions, for integrated conglomerates and holding company conglomerates. We show that, when capital requirements are set optimally, capital arbitrage within holding company conglomerates can raise welfare by increasing market discipline. Because they have a single balance sheet, integrated conglomerates extend the reach of the deposit insurance safety net to their non-bank divisions. We show that the extra risk-taking that this effect causes may wipe out the diversification benefits within integrated conglomerates. We discuss the policy implications of these results.     

Internal Capital Markets in Financial Conglomerates: Evidence from Small Bank Responses to Monetary Policy

This paper looks at internal capital markets in financial conglomerates by comparing the responses of small subsidiary and independent banks to monetary policy. I find that internal capital markets in financial conglomerates relax the credit constraints faced by smaller bank affiliates. Further analysis indicates that those markets lessen the impact of Fed policies on bank lending activity. The paper also examines the role of internal capital markets in influencing the investment allocation process of those conglomerates. My findings suggest that frictions between conglomerate headquarters and external capital markets are at the root of investment inefficiencies generated by internal capital markets.