JOINING THE NEW ECONOMY

The decline in the costs of communicating, coordinating, and collaborating across firms in the value chain has led to the emergence of new business models—virtually integrated companies, retail "bricks and clicks" organizations, and networks like AOL and eBay—that can be used by all kinds of companies to exploit new opportunities. With these new organizations comes a need for new governance practices—practices that permit swifter decisions, best practice sharing, and more focused operations.
The author argues that improvements in governance should focus on achieving the following:

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   Organization structures that leverage external alliances while improving internal collaboration. This involves gaining acceptance of and support for a common aspiration across the company—the goal of deploying financial and human resources, complemented by technology, to build shareholder wealth.

       
  
  

VALUE AT RISK: USES AND ABUSES

Value at risk (or "VAR") is a method of measuring the financial risk of an asset, portfolio, or exposure over some specified period of time. By facilitating the consistent measurement of risk across different assets and activities, VAR allows companies to monitor, report, and control their risks in a manner that efficiently relates risk control to desired and actual economic exposures.
Nevertheless, reliance on VAR can result in serious problems when improperly used, and would-be users of VAR are advised to consider the following three pieces of advice:

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   First, VAR is a tool for firms engaged in total value risk management. Companies concerned not with the value of a stock of assets and liabilities over a specific time horizon, but rather with the volatility of a flow of funds, are often better off eschewing VAR altogether in favor of a measure of cash flow volatility.
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   Second, VAR should be applied very carefully to companies that practice "selective" risk management those firms that choose to take certain risks as a part of their primary business. When VAR is reported in such situations without estimates of corresponding expected profits, the information conveyed by the VAR estimate can be extremely misleading.
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   Third, as a number of recent derivatives disasters are used to illustrate, no form of risk measurement including VAR–is a substitute for good management. Risk management as a process encompasses much more than just risk measurement. Indeed, risk measurement (whether using VAR or some of the alternatives proposed in this article) is pointless without a well-developed organizational infrastructure and IT system capable of supporting the complex and dynamic process of risk taking and risk control.

     

THE PRIVATE COMPANY DISCOUNT

When appraisers or investment bankers value privately held companies by making comparisons to otherwise similar public companies, they typically apply a discount. Most practitioners attribute this discount mainly to the relative illiquidity of private companies; and, for this reason, they value private companies based on empirical studies designed to measure illiquidity discounts. But this assumption and the valuations based upon it are likely to be unreliable because private companies are valued differently than public companies owing to a variety of other, more "fundamental" factors that have caused the firm to stay private rather than choosing to list on an exchange.
This article presents an alternative framework to estimate the discount for private companies that computes four separate valuation multiples for a set of private transactions and a comparable set of public transactions. After comparing these four sets of multiples for both domestic and foreign firms, the authors reach the following conclusions:

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   Domestic private companies are acquired at an average 20–30% discount relative to similar public companies when using earnings (more precisely, EBIT and EBITDA) multiples as the basis for valuing the transactions. The average discount measured using price- to-book value multiples are somewhat lower, and there are no significant differences between the revenue multiples of acquired private and public companies.

       
  
  

Venture-backed Private Equity Valuation and Financial Statement Information

The relationship between (a) private and public equity market valuations and (b) financial statement information is examined for a sample of 502 venture capital backed companies from six different industries over the 1993–2003 period. Financial statement information explains a sizable component of the levels of and changes in valuation in both the Pre-IPO and Post-IPO periods. The findings support prior research for Post-IPO companies that revenues are value enhancing and costs are value diminishing. For the Pre-IPO period, we find that cost of sales; sales, marketing, general and administrative; and research and development are value enhancing—even when revenues are included in the analysis. This is consistent with costs incurred by early-stage, venture-backed companies having a strong “investment aspect” as the companies build a platform/infrastructure to grow revenue and validate their business model(s). We document the growth of early stage companies for revenues and costs in both calendar time (by round of private equity financing) and event time (relative to their eventual IPO).

CORPORATE GOVERNANCE, ETHICS, AND ORGANIZATIONAL ARCHITECTURE

Effective corporate leadership involves more than developing a good strategic plan and setting high ethical standards. It also means coming up with an organizational design that encourages the company's managers and employees to carry out its business plan and maintain its ethical standards.
In this article, the authors use the term organizational architecture to refer to three key elements of a company's design:

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  the assignment of decision-making authority–who gets to make what decisions;

       
  
  

TWELVE WAYS TO STRENGTHEN YOUR INCENTIVE PLAN

This paper argues that most incentive compensation plans are ineffective for a variety of reasons, including:
too many performance measures and too much complexity;

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   arbitrary targets that are subject to intense lobbying by executives;
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   caps and floors that narrow the payout range and stifle incentives;
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   performance measured at a level too high to be meaningful for most managers, or too low to encourage teamwork; and
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   a failure to integrate the incentive plan into the overall compensation philosophy.
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   After examining these problems, the author offers 12 suggestions for implementing plans that support management's aspirations to create value for shareholders.

     

Wie man durch Moral ins „Geschäft“ kommt: Ein ordonomischer Beitrag zum betrieblichen Risikomanagement

Through an analysis of Alfred Krupp’s 19th-century social welfare program, this paper develops an ordonomic contribution to corporate risk management. The paper argues that companies can employ ‘morality as a factor of production’ by a differentiated business strategy of moral commitments. In this way, companies can not only considerably reduce their exposure to the undesirable risks of losing core business relationships with important stakeholders. But at the same time, businesses may increase their readiness to take desirable innovation risks that are pivotal for long-term value creation. Ultimately, the paper develops an argument for how companies can better live up to the role of being an agent of societal value creation, often articulated by concepts such as “corporate social responsibility” or “corporate citizenship”.     

Pay Without Performance: Overview of the Issues

In their recent book, Pay Without Performance: The Unfulfilled Promise of Executive Compensation , the authors of this article provided a comprehensive critique of U.S. executive pay practices and the corporate governance processes that produce them, and then offered a number of proposals for improving both pay and governance. This article presents an overview of their analysis and proposals.
The authors' analysis suggests that the pay-setting process in U.S. public companies has strayed far from the economist's model of "arm's-length contracting" between executives and boards in a competitive labor market. In place of this conventional model, which is standard in corporate law as well as economics, the authors argue that managerial power and influence play a major role in shaping executive pay, and in ways that end up imposing significant costs on investors and the economy.
The main concern is not the levels of executive pay, but rather the distortion of incentives caused by compensation practices that fail to tie pay to performance and to limit executives' ability to sell their shares. Also troubling are "the correlation between power and pay, the systematic use of compensation practices that obscure the amount and performance insensitivity of pay, and the showering of gratuitous benefits on departing executives."
To address these problems, the authors propose three kinds of changes:

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  increases in transparency , accomplished in part by new SEC rules requiring annual corporate disclosure that provides "the dollar value of all forms of compensation" (including "stealth compensation" in the form of pensions and other post-retirement benefits) and an analysis of the relationship between the past year's pay and performance, as well as more timely and informative disclosure of insider stock purchases and sales;

       
  
  

Corporate Portfolio Management Roundtable

The dean of a top ten business school, the chair of a large investment management firm, two corporate M&A leaders, a CFO, a leading M&A investment banker, and a corporate finance advisor discuss the following questions:

• ? What are today's best practices in corporate portfolio management? What roles should be played by boards, senior managers, and business unit leaders?
• ? What are the typical barriers to successful implementation and how can they be overcome?
• ? Should portfolio management be linked to financial policies such as decisions on capital structure, dividends, and share repurchase?
• ? How should all of the above be disclosed to the investor community?

After acknowledging the considerable challenges to optimal portfolio management in public companies, the panelists offer suggestions that include:

• ? Companies should establish an independent group that functions like a “SWAT team” to support portfolio management. Such groups would be given access to (or produce themselves) business‐unit level data on economic returns and capital employed, and develop an “outside‐in” view of each business's standalone valuation.
• ? Boards should consider using their annual strategy “off‐sites” to explore all possible alternatives for driving share‐holder value, including organic growth, divestitures and acquisitions, as well as changes in dividends, share repurchases, and capital structure.
• ? Performance measurement and compensation frameworks need to be revamped to encourage line managers to think more like investors, not only seeking value‐creating growth but also making divestitures at the right time. CEOs and CFOs should take the lead in developing a shared value creation model that clearly articulates how capital will be allocated.

     

IMPLEMENTING ECONOMIC CAPITAL IN AN INDUSTRIAL COMPANY: THE CASE OF MICHELIN

Economic capital (also referred to as "risk capital" or "risk-based capital") is the amount of capital, generally in the form of equity or equity equivalents, that is necessary to provide an adequate cushion against lower-than-expected operating results. Over the last two decades, the concept has taken root among banks, particularly in determining the amount of capital needed to protect against financial distress in the event of unexpectedly large credit losses.
Michelin is in the vanguard of industrial companies that are beginning to apply economic capital concepts. The company uses an option-pricing approach that effectively allows the market to identify the level of economic capital that is expected to maximize corporate value. Michelin has also begun the process of attributing economic capital to individual business units and activities. By so doing, the company is able to use a single, company-wide hurdle rate for all projects and business units. Thus, instead of raising the discount rate when evaluating riskier projects and businesses, management assigns them larger amounts of economic capital (and, hence, a higher charge for use of that capital).
The use of economic capital to evaluate ongoing activities and contemplated investments makes it more likely that decisions will translate into increased shareholder value. A case in point is outsourcing. As illustrated in an example analyzing the company's decision to sell but continue sourcing from a textile factory, outsourcing decisions typically reduce a firm's required amount of economic capital—and thus an analysis based on the use of economic capital provides a more realistic picture of the expected value added from such transactions.     

Predators and prey: a new ecology of competition

Much has been written about networks, strategic alliances, and virtual organizations. Yet these currently popular frameworks provide little systematic assistance when it comes to out-innovating the competition. That's because most managers still view the problem in the old way: companies go head-to-head in an industry, battling for market share. James Moore sets up a new metaphor for competition drawn from the study of biology and social systems. He suggests that a company be viewed not as a member of a single industry but as a part of a business ecosystem that crosses a variety of industries. In a business ecosystem, companies "co-evolve" around a new innovation, working cooperatively and competitively to support new products and satisfy customer needs. Apple Computer, for example, leads an ecosystem that covers personal computers, consumer electronics, information, and communications. In any larger business environment, several ecosystems may vie for survival and dominance, such as the IBM and Apple ecosystems in personal computers or Wal-Mart and K mart in discount retailing. In fact, it's largely competition among business ecosystems, not individual companies, that's fueling today's industrial transformation. Managers can't afford to ignore the birth of new ecosystems or the competition among those that already exist. Whether that means investing in the right new technology, signing on suppliers to expand a growing business, developing crucial elements of value to maintain leadership, or incorporating new innovations to fend off obsolescence, executives must understand the evolutionary stages all business ecosystems go through and, more important, how to direct those changes.     

INVESTOR RELATIONS, LIQUIDITY, AND STOCK PRICES

Although the first investor relations department was established by General Electric as long ago as 1952, the role of investor relations (IR) is one that has largely escaped scientific analysis and academic scrutiny. This article attempts to demonstrate the importance of a company's IR activities for its stock price by establishing a clear chain of causation between the following:

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   corporate IR activities and the number of stock analysts who follow the firm;

       
  
  

Does overcapacity prompt controlling shareholders to play a propping role for listed companies?

A major risk currently facing the Chinese economy is overcapacity, which affects the efficiency of social resource allocation (Xi et al., 2017; Huang et al., 2019). When a company is in crisis, the internal capital market often plays a propping role. This study approached this issue from the perspective of the controlling shareholder and examined whether controlling shareholders provide financial support to enterprises in industries with excess capacity. According to the data for China’s A-share listed companies from 2007 to 2019, companies in industries with excess capacity received more financial support from controlling shareholders compared with those in non-overcapacity industries. Analysis of the mechanism revealed that state-owned enterprises and companies with relatively poor financial status received more financial support from controlling shareholders. This study also examined the economic consequences of such support and found that it is conducive to enhancing enterprise value. This study enriches the literature on overcapacity and internal capital markets by demonstrating that internal capital markets play a propping role for companies facing industry-level crises. This finding has both theoretical value and practical implications related to supply-side reform and capacity reduction.     

A discussion of “Inter-industry network structure and the cross-predictability of earnings and stock returns”

Aobdia et al. (Rev Account Stud, 2014) view the economy as a network of customers and suppliers. Using the 1997 input–output trade flow data from the Bureau of Economic Analysis to model the inter-industry network, they examine whether an industry’s position in the network, in particular, its “network centrality,” affects the transmission of information and economic shocks. They find that, compared to the accounting performance and stock returns of noncentral industries, those of central industries are explained by aggregate risks to a greater extent and are more highly associated with the contemporaneous and future performance of their linked industries. These findings suggest that network centrality matters—it plays an important role in how economic shocks are transmitted within the economy. The question of why network centrality matters, however, remains unanswered. A fruitful avenue for future research is to explore the origin of shocks to shed light on the fundamental question of whether sectoral shocks can aggregate into macro shocks.     

EVA AND ITS CRITICS

This paper responds to the article by Biddle, Bowen, and Wallace (BBW) by suggesting that their study of EVA and earnings has three potential shortcomings:

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   A closer look at BBW's regression analysis suggests that investors, while apparently ignoring the cost of equity, put great weight on the cost of debt —a puzzling result in need of an explanation.
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   The attempt by BBW to "level the playing field" effectively makes the NOPAT model into a NOPAT and capital model. Thus, it is really an EVA model in disguise and offers no insight into the explanatory power of NOPAT or earnings by itself.
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   BBW's model of expectations is too simple. The ability of EVA to explain shareholder returns depends upon the accuracy of the model of expected EVA performance, and BBW make no attempt to derive a model of expected EVA improvement from the EVA valuation equation.

     

A Political–economic Analysis of Auditor Reporting and Auditor Switches

This study examines whether auditor opinions are affected by political and economic influences from governments. We use auditor locality (local versus non-local) to capture such influences from local governments in China. Based on data from China’s stock markets for the period 1996–2002, we find that local auditors, who have greater economic dependence on local clients and are subject to more political influence from local governments than non-local auditors, are inclined to report favorably on local government-owned companies to mitigate probable economic losses. Moreover, companies with qualified opinions are more likely to switch from a non-local auditor to a local auditor than companies with unqualified opinions. Contrary to some prior studies, we find that in China’s political environment, local government-owned companies that switched from a non-local auditor to a local auditor after receiving a qualified opinion can succeed in opinion shopping.

Strategy and the new economics of information

We are in the midst of a fundamental shift in the economics of information--a shift that will precipitate changes in the structure of entire industries and in the ways companies compete. This shift is made possible by the widespread adoption of Internet technologies, but it is less about technology than about the fact that a new behavior is reaching critical mass. Millions of people are communicating at home and at work in an explosion of connectivity that threatens to undermine the established value chains for businesses in many sectors of the economy. What will happen, for instance, to dominant retailers such as Toys "R" Us and Home Depot when a search through the Internet gives consumers more choice than any store? What will be the point of cultivating a long-standing supplier relationship with General Electric when it posts its purchasing requirements on an Internet bulletin board and entertains bids from anybody inclined to respond? The authors present a conceptual framework for approaching such questions--for understanding the relationship of information to the physical components of the value chain and how the Internet's ability to separate the two will lead to the reconfiguration of the value proposition in many industries. In any business where the physical value chain has been compromised for the sake of delivering information, there will be an opportunity to create a separate information business and a need to streamline the physical one. Executives must mentally deconstruct their businesses to see the real value of what they have. If they don't, the authors warn, someone else will.     

Corporate foresight and innovation management: A portfolio-approach in evaluating organizational development

The transition from a traditional industry-driven economy to a knowledge-based economy requires new concepts and methods for companies to sustain competitive advantage. Here, academia has identified corporate foresight and innovation as key success factors. While, content-wise, the contribution of futures research methods to the innovation process has already been researched, this study strives to explore the status quo of organizational development stages of both concepts. To do so, we developed a portfolio-approach, the so-called ‘Future-Fitness-Portfolio’, which enables companies to qualitatively compare amongst others and identify organizational improvement potential. In addition, we conducted expert interviews to explore future organizational development trends in corporate foresight and innovation management. As our research revealed, five strategic clusters can be identified within the portfolio. Consequently, we propose specific strategies for each individual cluster. We conclude that there will be two main organizational development trends for corporate foresight and innovation management in the future: in traditional industries with conventional business models and long product-life-cycles, companies will follow a different development path than companies in dynamic industries with innovative business models and short product-life-cycles.     

Analysis of the SRISK measure and its application to the Canadian banking and insurance industries

In this paper, we analyse, modify, and apply one of the most widely used measures of systemic risk, SRISK, developed by Brownlees and Engle (in Rev Financ Stud 30:48–79, 2016). The measure is defined as the expected capital shortfall of a firm conditional on a prolonged market decline. We argue that segregated funds, also known as separate accounts in the US, should be excluded from actuarial liabilities when SRISK is calculated for insurance companies. We also demonstrate the importance of careful analysis of accounting standards when specifying the prudential capital ratio used in SRISK methodology. Based on the proposed adjustments to SRISK, we assess the systemic risk of the Canadian banking and insurance industries. It is shown that in its current implementation, the SRISK methodology substantially overestimates the systemic risk of Canadian insurance companies.     

A Proposal for Expensing Employee Compensatory Stock Options for Financial Reporting Purposes

This article presents an accounting approach for employee stock options based on the insight that the currentperiod compensation expense should reflect only that part of the option value that is earned independent of the obligation of continued employment. Given that the maturity of vested options is typically shortened to 90 days when an employee resigns or is terminated, this method views the employee as owning a 90-day option (even if the stated maturity of the option is ten years) and earning a 90-day extension to that option each quarter as a result of the employee's continued employment. In the case of vested options, the compensation expense in each quarterly accounting period is thus the value of the 90-day extension of the option's maturity. There is no option expense in the quarter when the option is either exercised or expires.
In the case of unvested options, the expected option value at vesting should be estimated quarterly starting at the time of grant and the corresponding estimated expense should be revised and allocated as a pro rata accrual each quarter over the vesting period. The cumulative expense over the entire vesting period will equal the fair market value of the option at its vesting date.
Besides reflecting the economics of the exchange of value for labor involved in stock option grants, this approach has a number of practical advantages:

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  The 90-day maturity permits the use of publicly traded options to determine fair market value and makes Black-Scholes and other (lattice) pricing models more reliable.