股权激励业绩条件与管理层机会主义行为——基于管理层业绩预告的分析

利用我国A股上市公司公布的股权激励草案与强制性业绩预告，本文分析了管理层针对股权激励业绩条件的机会主义行为。本文发现管理层在股权激励草案公布之前的窗口期内会做出更加悲观（乐观程度更低）的业绩预告，而且股权激励业绩条件的设计会对管理层的机会主义行为产生影响，当公司使用单一的业绩目标进行考核、侧重净利润考核或者未使用行业相对指标时，管理层做出的业绩预告更加悲观（乐观程度更低）。进一步地，本文发现无论是对于股票期权还是限制性股票，管理层均存在着机会主义行为，且这种行为增加了管理层最终成功行权和解锁的可能性。另外，隐形激励（在职消费）和有效的内外部治理机制，如相对独立的董事会、分析师的跟踪、外部审计以及监管机构的关注都对管理层的机会主义行为具有一定的抑制作用。     

我国上市公司管理层股权激励与企业业绩关系的再探讨

利用新的管理层股权激励测度方法，本文重新检验了我国沪、深上市公司管理层股权激励与公司绩效的关系，得出了与国内已有文献不同的结论：尽管二者的相关度非常低，但管理层股权激励水平与业绩的正相关关系在统计上是显著的。该结论说明我国上市公司在管理层股权激励方面已取得了很大进步，但需要进一步改进。     

我国企业高管股权激励与研发投资——基于内生性视角的研究

本文以2002—2009年我国上市公司为研究对象,探讨了股权分置改革前后我国企业管理层股权激励对研发投资的影响,并在此基础上检验了管理层股权激励的内生性。研究发现,高管股权激励存在内生性,在控制了内生性之后,股改前股权激励与研发投资之间存在倒U形曲线关系;股改后股权激励对研发投资具有显著的正向影响。本文结果表明应该将研发投资作为股权激励方案的激励条件之一;此外,合理的安排股东与管理层之间的股权配置比例是保证企业有效进行研发投资、提升企业自主创新能力的必要手段。本文的结论深化了我们对股权激励内生性的理解,并为我国企业更好地实施管理层股权激励和企业自主创新战略提供了理论支持和实证证据。     

管理层激励与公司价值的实证研究

本文选取了沪深股市上市公司2006-2009年的非平衡面板数据,实证研究了薪酬激励与股权激励对公司价值的影响,实证结果表明:在一定的置信水平下,公司价值与薪酬激励呈显著正相关的关系,薪酬激励对企业价值的提升能够起到明显的促进作用.公司价值与股权激励也呈显著正相关的关系,这说明股权激励也能明显的促进企业价值的提升.本文说明了我国上市公司中对管理层实施股权激励和薪酬激励的有效性与必要性     

股权激励对上市公司业绩影响的实证分析

在我国,越来越多的上市公司开始实施股权激励,但股权激励的实施是否能提高公司的业绩,一直备受关注。本文选取2011年沪深两市A股上市公司作为研究对象,进行股权激励对上市公司业绩影响的实证分析,旨在为上市公司完善股权激励方案提供依据。     

我国上市公司管理层股权激励与公司业绩关系研究

上市公司管理层股权激励与公司业绩的相关性,是近几年资本市场投资人和上市公司管理层共同关注的重大问题。本文对我国管理层股权激励与公司业绩相关性进行实证研究。研究发现:我国上市公司管理层股权激励与公司业绩呈负相关关系,并对我国上市公司管理层实施股权激励提出了政策建议。     

管理层股权激励公告与债券市场反应

管理层股权激励旨在缓解股东与管理层之间的代理冲突，但对债券市场的影响却鲜有讨论。本文采用事件研究法探究了债券市场对管理层股权激励公告的反应。研究发现，债券市场对管理层股权激励公告呈现消极反应，债券异常信用利差与股权激励强度显著正相关。债券市场与股票市场的跨市场检验支持了管理层股权激励存在财富转移效应。此外，在股东与债权人冲突水平较高、大股东持股水平较高和公司信息透明度较低的公司中，债券市场对管理层股权激励的消极反应与财富转移效应更显著。本文的研究丰富了管理层股权激励经济后果的文献，对维护债券市场平稳有序发展有一定的参考价值。     

股权激励能提高企业业绩吗?

本文采用配对法选取数据,运用多元线性回归,研究实施股权激励与未实施股权激励上市公司的业绩成长性之间的差异性与相关性.研究发现我国上市公司实施股权激励的效果明显,实施股权激励的上市公司具有更好的经营绩效.本文的研究将有助于更多的上市公司通过实施股权激励来改善公司的经营业绩.     

上市公司高管股权激励研究

股东与高管之间的代理问题一直是公司治理研究的热点话题,有关股权激励与公司业绩之间的关系现有研究存在较大的争议.本文通过梳理分析国内外有关股权激励的研究文献,重点关注股权激励与企业业绩之间的关系及实施股权激励的动机,通过对深圳万科股份有限公司2011年推行的股权激励方案的研究,对我国经济转轨和社会转型背景下的上市公司的股权激励方案具有一定启示作用.     

上市公司股权激励行权条件指标与公司战略拟合度研究

本文从上市公司管理层股权激励行权条件指标与公司战略拟合度角度研究股权激励行权条件指标的设计。首先,文章从指标内容和指标数值两方面分析了我国股权激励行权条件指标设计的现状。其次,文章提出股权激励行权条件指标设计应以公司战略为导向。最后,文章对以公司战略为导向的股权激励行权条件指标的设计提出建议,以期对上市公司在公司战略指导下制定合理的股权激励方案提供理论参考。     

Top management incentives and financial flexibility: The case of make‐whole call provisions

Consistent with the premise that make‐whole call provisions enhance value‐creating financial flexibility, we find that higher sensitivity of managerial wealth to stock price (delta) increases the likelihood that corporate bonds contain make‐whole provisions. Building on the results of related research, post‐issue financial performance of make‐whole callable bond issuers increases in delta. In line with prior findings that demonstrate financial flexibility can be costly to bondholders, we find that managerial equity incentives impact the incremental effect of make‐whole provisions on the pricing of corporate debt securities. Consistent with the flexibility explanation, we also find that the market response as measured by abnormal trading volume to the issuance of make‐whole callable debt varies in equity incentives. Overall, our results suggest that managerial incentives play a role in the choice, pricing, and market response to make‐whole options in corporate debt securities.     

Equity Risk Incentives and Corporate Tax Aggressiveness

This study examines equity risk incentives as one determinant of corporate tax aggressiveness. Prior research finds that equity risk incentives motivate managers to make risky investment and financing decisions, since risky activities increase stock return volatility and the value of stock option portfolios. Aggressive tax strategies involve significant uncertainty and can impose costs on both firms and managers. As a result, managers must be incentivized to engage in risky tax avoidance that is expected to generate net benefits for the firm and its shareholders. We predict that equity risk incentives motivate managers to undertake risky tax strategies. Consistent with this prediction, we find that larger equity risk incentives are associated with greater tax risk and the magnitude of this effect is economically significant. Our results are robust across four measures of tax risk, but do not vary across several proxies for strength of corporate governance. We conclude that equity risk incentives are a significant determinant of corporate tax aggressiveness.     

Investor pricing of CEO equity incentives

The main purpose of this paper is to explore CEO compensation in the form of stock and options. The objective of CEO compensation is to better align CEO-shareholder interests by inducing CEOs to make more optimal (albeit risky) investment decisions. However, recent research suggests that these incentives have a significant down-side (i.e., they motivate executives to manipulate reported earnings and lower information quality). Given the conflict between the positive CEO-shareholder incentive alignment effect and the dysfunctional information quality effect, it is an open empirical question whether CEO equity incentives increase firm value. We examine whether CEO equity incentives are priced in the firm-specific ex ante equity risk premium over the 1992–2007 time period. Our analysis controls for two potential structural changes over this time period. The first is the 1995 Delaware Supreme Court ruling which increased protection from takeovers (and decreased risk) for Delaware incorporated firms. The second is the 2002 Sarbanes–Oxley Act which impacted corporate risk taking, equity incentives, and earnings management. Collectively, our findings suggest that CEO equity incentives, despite being associated with lower information quality, increase firm value through a cost of equity capital channel.     

SIX CHALLENGES IN DESIGNING EQUITY-BASED PAY

The past two decades have seen a dramatic increase in the equitybased pay of U.S. corporate executives, an increase that has been driven almost entirely by the explosion of stock option grants. When properly designed, equity‐based pay can raise corporate productivity and shareholder value by helping companies attract, motivate, and retain talented managers. But there are good reasons to question whether the current forms of U.S. equity pay are optimal. In many cases, substantial stock and option payoffs to top executives–particularly those who cashed out much of their holdings near the top of the market–appear to have come at the expense of their shareholders, generating considerable skepticism about not just executive pay practices, but the overall quality of U.S. corporate governance. At the same time, many companies that have experienced sharp stock price declines are now struggling with the problem of retaining employees holding lots of deep‐underwater options. This article discusses the design of equity‐based pay plans that aim to motivate sustainable, or long‐run, value creation. As a first step, the author recommends the use of longer vesting periods and other requirements on executive stock and option holdings, both to limit managers' ability to “time” the market and to reduce their incentives to take shortsighted actions that increase near‐term earnings at the expense of longer‐term cash flow. Besides requiring “more permanent” holdings, the author also proposes a change in how stock options are issued. In place of popular “fixed value” plans that adjust the number of options awarded each year to reflect changes in the share price (and that effectively reward management for poor performance by granting more options when the price falls, and fewer when it rises), the author recommends the use of “fixed number” plans that avoid this unintended distortion of incentives. As the author also notes, there is considerable confusion about the real economic cost of options relative to stock. Part of the confusion stems, of course, from current GAAP accounting, which allows companies to report the issuance of at‐the‐money options as costless and so creates a bias against stock and other forms of compensation. But, coming on top of the “opportunity cost” of executive stock options to the company's shareholders, there is another, potentially significant cost of options (and, to a lesser extent, stock) that arises from the propensity of executives and employees to place a lower value on company stock and options than well‐diversified outside investors. The author's conclusion is that grants of (slow‐vesting) stock are likely to have at least three significant advantages over employee stock options:

• ? they are more highly valued by executives and employees (per dollar of cost to shareholders);
• ? they continue to provide reasonably strong ownership incentives and retention power, regardless of whether the stock price rises or falls, because they don't go underwater; and
• ? the value of such grants is much more transparent to stockholders, employees, and the press.

     

Rethinking the Purpose of the Corporation

For about forty years, corporate governance and corporate law focused on minimizing “agency costs” by aligning the interests of shareholders and managers through a series of techniques, including regulatory standards, independent directors, take‐overs and activist shareholders. These means, combined with implicit acceptance of the “Efficient Market Hypothesis” (EMH) reinforced belief that share prices reflected objective corporate performance and that maximizing shareholder wealth was the purpose of the corporation. This author, however, argues that proper corporate governance requires more than just faith in efficient equity markets and strong managerial incentives. Despite the desire for simplicity, there is no one “right” governance model. Governance is highly contextual and, ironically, the existing corporate law and regulation have tended to frustrate dynamic adaption and have led to governance systems that underperform. The author offers Systems Theory as a better way to think about corporate purpose and governance. Systems are more than the sum of their parts, they are comprised of subsystems which in turn are comprised of other subsystems on so on, and the overall health of the system depends on the continued health of each of its essential subsystems, as well as of the larger system. Systems theory counsels against focusing on any single metric (and in favor of the need for new ones — the relevance of metrics inevitably run down over time). Metrics such as profits, employee turnover, and customer satisfaction are not ends in themselves. Rather, they are a source of information about whether the corporation is relevant, resilient and sustainable. The systems challenge is to bring about a paradigm shift that restores connectivity between investors, employees, management, other corporate stakeholders and governments. This will require thinking differently about how the constituent elements interact and produce results.     

公司治理与可持续性绩效关系研究

随着可持续发展理念在全球的广泛应用,越来越多的企业开始重视可持续发展战略。本文选取2016年73家以可持续发展报告指南第四版编写社会责任报告的上市公司相关数据,从公司治理的董事会特言征、股权结构和高管激励三方面入手,研究公司治理与可持续性绩效的关系。经分析得出以下结论:董事会规模和董事会会议次数与可持续性绩效呈正相关关系,股权集中度与股权制衡度与可持续性绩效呈正相关关系,高管薪酬与可持续性绩效呈负相关关系。     

股票增值权激励有效吗

股票增值权是上市公司对管理层实施激励的重要做法，在我国大型国有控股境外上市公司中普遍采用。本文以中国石化为研究对象，对实施股票增值权计划后的公司财务绩效、治理机制与管理层代理成本、股票市场反应等作了实证检验。本文认为，股票增值权计划对公司财务绩效提升、治理机制改善具有一定的积极正面效应；股票增值权在等待期结束后的开始行权年度激励效果最大；股票市场对股票增值权的行权存在着过度反应。最后本文提出了改进股票增值权激励的政策建议。     

How do investment patterns of independent and captive private equity funds differ? Evidence from Germany

Empirical literature emphasizes a positive contribution of private equity investors, which results from their combined provision of capital, monitoring, and management support. The aim of this study is to show that these previous results, which are based mostly on the analysis of US independent closed-end private equity funds, cannot be generalized since the private equity industry should not be treated as homogenous. We argue that it is necessary to distinguish between different types of private equity providers because their differing governance structures, strategic goals and experiences have a decisive influence on their value adding activities. The results of this study—which uses a data set of 179 German private equity-backed companies—are consistent with the conjecture that independent and corporate private equity providers tend to have a more pronounced role in corporate governance and monitoring of the companies they finance, than bank-dependent and governmental funds which often serve only as bridge investors.      

What Drives CEOs to Take on More Risk? Some Evidence from the Laboratory of REITs

Many have pointed to excessive risk‐taking by the CEOs of financial firms as a contributor to the recent worldwide economic crisis. The same observers often blame questionable corporate governance structures and compensation practices for that risk‐taking. But is this perception correct? And what is the relationship between CEO incentives and risk‐taking outside of the financial industry, where the government guarantees provided by deposit insurance could have distorted incentives? In an attempt to answer these questions, the authors analyze the relationship between CEO incentives and corporate risk‐taking by 101 U.S. REITs during the period 2003 to 2007. Their main finding is that corporate risk‐taking, as measured by the growth rate in corporate debt (the only measure of risk that is completely under the control of the CEO), is inversely related to CEO stock ownership—that is, the larger the CEO's equity ownership stake, the slower the growth in debt financing and financial risk‐taking. At the same time, the authors find that financial risk‐taking is positively related to large cash bonuses for the CEOs and to situations in which the CEO is also chairman of the board of directors. Finally, the authors also report that CEOs who are relatively new to the job grow more slowly and borrow less, suggesting that boards of directors can temporarily contain risky expansion plans by the CEO. These results provide support for those corporate governance reformers who wish to cut cash bonus payments for CEOs in favor of long‐term stock ownership.     

Baylor University Roundtable on The Corporate Mission, CEO Pay, and Improving the Dialogue with Investors

A small group of academics and practitioners discusses four major controversies in the theory and practice of corporate finance:

• • What is the social purpose of the public corporation? Should corporate managements aim to maximize the profitability and value of their companies, or should they instead try to balance the interests of their shareholders against those of “stakeholder” groups, such as employees, customers, and local communities?
• • Should corporate executives consider ending the common practice of earnings guidance? Are there other ways of shifting the focus of the public dialogue between management and investors away from near-term earnings and toward longer-run corporate strategies, policies, and goals? And can companies influence the kinds of investors who buy their shares?
• • Are U.S. CEOs overpaid? What role have equity ownership and financial incentives played in the past performance of U.S. companies? And are there ways of improving the design of U.S. executive pay?
• • Can the principles of corporate governance and financial management at the core of the private equity model—notably, equity incentives, high leverage, and active participation by large investors—be used to increase the values of U.S. public companies?