控股股东利益侵占、信息不对称与高管更换

本文从高管更换视角考察控股股东侵占上市公司利益的行为是否以及如何影响其高管激励效率。我们检验发现:(1)控股股东利益侵占会降低公司高管更换对业绩的敏感性。(2)当信息不对称程度较高时,公司高管更换对业绩的敏感性受控股股东利益侵占的负向影响更大。(3)当市场化程度较高时,控股股东利益侵占对公司高管更换效率的损害更小。这些实证结果表明,控股股东与中小股东之间的利益冲突会损害高管激励效率,并且在信息不对称程度较高时更为严重,但市场化程度的提高可以在一定程度上抑制这种负面影响。     

股权激励能留住高管吗?——基于中国证券市场的经验证据

股权激励被称为留住核心人才的"金手拷"。本文以我国2006至2012年实施股权激励的上市公司为样本,考察了股权激励对高管更换的影响。研究发现:在控制经营业绩等因素的情况下,实施股权激励的确减少了公司高管更换的概率;进一步研究还发现,股权激励方式采用股票期权或是限制性股票,对高管更换没有显著影响。本文的发现为股权激励与高管更换关系的研究提供了新的经验证据。     

基于代理理论的经营多元化对企业业绩的影响研究

基于中国制造业上市公司2003～2009年的财务数据,讨论多元化经营和企业内部代理对企业业绩的影响,结果表明:多元化经营对企业业绩具有负向影响,股东与管理层之间的代理成本、经理层之间的代理成本对企业的业绩具有显著的负向影响,控股股东与中小股东之间的代理问题对企业业绩不具有负向影响;多元化经营导致企业股东与管理层之间代理成本增加,同时使得控股股东与中小股东之间的代理成本减少。     

上市公司高级管理层报酬业绩敏感度与风险之间关系的实证检验

本文以中国上市公司2002-2004年度的高管人员报酬数据为基础,对高管人员的报酬业绩敏感度与风险之间的关系进行了实证分析。结果表明,中国上市公司高管人员的报酬与公司绩效、股东财富存在正相关关系,其报酬业绩敏感度与风险之间如经典代理理论所预测的那样存在负相关关系,但显著性较弱。进一步分析发现,对于那些增长机会很小或没有增长机会的公司,报酬业绩敏感度与风险存在负相关关系,而对于那些增长机会大的公司,报酬业绩敏感度与风险之间存在正相关关系,这在一定程度上拓展了经典代理理论的预测。     

国有企业公司治理、业绩与高管报酬的关系研究

分析和研究国有企业公司治理、高管薪酬和公司绩效的关系,对于改善我国国有企业的治理结构可以提供一些有益的启示。通过实证分析得出:国有企业公司治理与企业业绩、高管薪酬之间没有明显的线性关系,高管薪酬更多地是由公司所处的地域以及行业水平等因素决定的。这方面恰是提高国有企业公司业绩,进而增加国有企业公司治理与公司绩效相关度的突破口,即如何建立以长期业绩为基础的高管人员激励机制,将高管利益与股东财富更好地结合起来。     

国有控股公司高管薪酬激励与中小投资者利益保护

利用2007年我国国有控股公司数据,以中小股东利益保护为因变量,以高管现金薪酬、高管持股比例和在职消费为主要考察对象,并选取公司规模和股权制衡结构作为控制变量,检验在不同激励方式下高管薪酬与中小股东利益的相关性,结论表明:国有控股公司高管薪酬主要集中于现金薪酬和在职消费,对中小股东利益侵害较大,而高管持股则可以保护中小投资者利益.     

政府干预、大股东资产注入:支持抑或掏空

政府干预企业经营活动是普遍存在的现象。本文研究了国有控股上市公司资产注入中的"支持"、"掏空"现象。研究发现,政府控股股东比民营控股股东资产注入的动机更强烈。当上市公司盈利时,政府控股股东通过向上市公司注入资产"掏空"上市公司的动机比民营控股股东更加强烈,从而导致盈利的国有控股上市公司在资产注入之后业绩下降更多;而当政府控股上市公司被ST时,政府控股股东通过向国有控股上市公司注入资产"支持"上市公司的动机和力度比民营控股股东更加强烈,从而导致ST国有控股上市公司在资产注入之后业绩增长更快。     

民营上市公司高管-员工薪酬差距影响因素及其经济后果分析——以控股股东作为调节变量的分析

本文通过收集高管薪酬数据,以2012年民营上市公司为样本,以公平理论、社会比较理论以及锦标赛理论为基础,以控股股东作为调节变量,分析了我国民营上市公司高管-员工薪酬差距的影响因素及其经济后果。实证研究发现,民营企业高管团队的规模以及公司外部环境的不确定性均会显著影响高管与员工之间的薪酬差距,但是控股股东会产生抑制作用。此外,高管-员工薪酬差距对于公司业绩会产生显著正向影响,符合社会比较理论和锦标赛理论的预期,同样,控股股东会抑制薪酬差距与公司业绩之间的正向关系。     

基于基金经理更换的激励约束效应研究

本文以2005年至2009年为样本期,考察了基金业绩和内部治理机制在基金经理更换中的作用,以及更换后业绩和投资行为的变化。研究发现:业绩能够较好解释基金经理降职,但对升职解释不足。基金经理升职后,继任经理会改变投资风格,从而使得业绩能够保持;而降职之后,继任经理的投资风格和资产配置都发生了显著的变化,从而使得基金业绩在不增加投资组合风险的前提下得以改善。股权较为分散、股东间有效制衡的基金公司旗下的基金经理更容易被更换,但董事会制度与基金经理更换不尽相关。同时中资基金经理更换机制不如合资基金有效。所以,基金经理更换是一种较为有效但尚不完善的激励机制。     

控股股东干预与国有上市公司薪酬契约有效性:来自董事长/CEO纵向兼任的经验证据

以董事长/CEO在非上市控股股东单位兼任为切入点,本文分析控股股东干预对国有上市公司薪酬契约有效性的影响。结果发现,董事长/CEO纵向兼任会提高企业薪酬水平,降低薪酬—业绩敏感度。进一步的检验发现,董事长/CEO纵向兼任会显著降低高管薪酬、提高员工薪酬、降低员工薪酬—业绩敏感度,缩小高管-员工薪酬差距。本文的研究结果支持国有上市公司董事长/CEO纵向兼任的"和谐目标"假说,即纵向兼任增强了非上市控股股东的干预程度,导致上市公司承担更多的员工和谐目标,进而降低国有上市公司薪酬契约有效性。就监管政策而言,本文的研究结果意味着,我国需要同时进行非上市国有股东和国有上市公司的市场化改革,以提高国有企业的效率。     

If private equity sized up your business

As the dust settles on the recent frenzy of private equity deals (including transactions topping $20 billion), what lessons can companies glean? Directors and executives of public companies may now be slightly less fearful of imminent takeover, yet the pressure remains: They face shareholders who wonder why they aren't getting private-equity-level returns. Rather than dismiss the value private equity has created as manipulated or aberrant, public company leaders should recognize the disciplined management that often underlies it. Pozen, a longtime leader in the financial services industry, finds that in the aftermath of buyouts, companies undergo five major thrusts of reform. These translate into five key questions that directors should pose to senior management: Have we left too much cash on our balance sheet instead of raising our cash dividends or buying back shares? Do we have the optimal capital structure, with the lowest weighted after-tax cost of total capital, including debt and equity? Do we have an operating plan that will significantly increase shareholder value, with specific metrics to monitor performance? Are the compensation rewards for our top executives tied closely enough to increases in shareholder value, with real penalties for nonperformance? Finally, does our board have enough industry experts who have made the time commitments and been given the financial incentives necessary to maximize shareholder value? The era of private equity is far from over - the top funds have become very large and are likely to play an influential role in future market cycles. Boards that ask these questions, and act on them, won't just beat the takeover artists to the punch. They will build stronger businesses.     

A Fireside Chat with Raj Gupta: What It Takes to Create Long‐Term Value

The chairman of two public companies (and former chair and CEO of Rohm and Haas) draws on his experience as a director of five private and 15 public companies in discussing the challenges and opportunities facing today's corporate boards. Perhaps the most formidable challenge is the pace of technological change, which is making business models ‘in all industries and countries’ obsolete and forcing companies to adapt much more quickly than in the past. Along with the risk of obsolescence is the increase in ‘reputational risk’ associated with an ‘information age’ in which companies are forced to monitor the nearly continuous flow of fact, hearsay, and outright fabrication. The author recommends that public company boards adopt a new ‘partnership’ model. Besides ensuring an ‘ethical tone at the top,’ corporate directors should aim to become partners with the senior management team by playing more active roles in strategic planning, risk management, and the design of performance evaluation and incentive pay systems. In the most striking departure from current practice, the author urges directors to seize the opportunity created by the ‘reconcentration’ of ownership of U.S. public companies by actively engaging large institutional investors in a strategic dialogue about the companies' strengths and vulnerabilities. In so doing, proactive directors can help their management teams preempt shareholder activists and create long‐run value by creating a more effective two‐way channel of communication, one with the potential to give management more confidence when undertaking large strategic investments with longer‐run payoffs.     

大股东控制权对股权激励效果的影响

本文分析了大股东控制权实现过程中对管理层股权激励的监督或冲突作用以及这种影响在不同股权性质和不同成长性公司中的不同表现。研究发现:大股东控制对管理层的作用显著影响股权激励效果;国有控股上市公司大股东对管理层的监督作用明显,随着第一大股东持股比例的增大,管理层股权激励效果增强;民营控股上市公司大股东控制权与管理层股权激励之间存在冲突,第一大股东持股比例越高,股权激励效果越差;高新技术企业大股东控制权与管理层股权激励之间存在冲突;非高新技术企业中第一大股东与管理层之间存在不明显的监督作用。本文的研究结论从股权激励的公司治理环境角度解答了我国股权激励效果不佳的困惑,为不同类型的上市公司启用管理层股权激励方案时考虑适宜的公司治理环境特别是大股东控制程度提供了经验证据。     

Global Drivers of and Local Resistance to French Shareholder Activism

Shareholder activism in France has made significant advances during the past 25 years even as it continues to face formidable sources of local resistance. But if the list of corporate governance improvements since 1989 described by the authors might lead one to conclude that France now has minority shareholder protection and shareholder activism comparable to those of the U.S. or U.K., powerful local interests, including much of French management, labor, and government, continue to mount effective resistance to such forces for change. The French government still works closely with French business elites and unions to manage both individual companies and the general economy. And government officials continue to speak publicly of “protecting” French firms from “illegitimate” foreign shareholders. Accordingly, the authors characterize French corporate governance as a “hybrid” model of shareholder activism, one that incorporates the perspectives and interests of the classic French stakeholder model as well as an emerging shareholder value movement. Although foreign institutional investors have increased their shareholdings in French companies and promoted “best practice” governance rules, particularly with respect to voting rights, local forces will continue to resist aggressive shareholder activism. Such a hybrid model makes the outcomes of shareholder activism less predictable, a risk that foreign investors and companies often respond to by seeking alliances with local proxy advisers and investor associations to gain “legitimacy.”     

Save the Buyback,Save Jobs

In response to a recent New York Times op‐ed by Senators Schumer and Sanders deploring the effects of stock buybacks on workers and the economy, the authors explain the role of buybacks in increasing corporate productivity and in recycling “excess capital” from mature companies with limited growth and employment opportunities to the next generation of Apples and Amazons. Some companies, as Schumer and Sanders charge, are guilty of repurchasing shares in the name of “shareholder value maximization” instead of pursuing job‐creating investments. But as the authors argue, well‐run companies increase shareholder value not by boosting EPS through buybacks, but mainly by earning competitive returns on capital and investing in their long‐run “earnings power.” And by paying out capital they have no productive uses for, such companies give their own shareholders the opportunity to reinvest in other companies with promising prospects for growth and jobs. But the authors go on to note the tendency of companies to buy back shares not when their stock prices are low, but instead when the companies are flush with cash and nearer the top than the bottom of the business cycle. The result of this tendency, as research by Fortuna Advisors (the authors' firm) shows, is that fully three quarters of companies doing large buybacks during the period 2013‐2017 failed to produce an adequate “Buyback ROI,” a metric developed by Fortuna that indicates management's effectiveness in “timing” its stock repurchases. Given the usefulness of buybacks in recycling capital, the authors conclude that the most reliable solution to the corporate short termism and underinvestment problem is for companies to adopt better financial performance measures—including Buyback ROI—to guide their capital allocation. And when management determines that it has significantly more capital than value‐adding investments, but wants to avoid committing to unsustainable dividend increases, it should consider buybacks—but only if management is convinced that its stock price has not outpaced performance.     

Psychopathic traits of corporate leadership as predictors of future stock returns

This paper examines whether it is possible to forecast 1‐year‐ahead returns of individual companies based on the observed ‘psychopathic’ characteristics of their top management team. We find that language characteristic of psychopaths present in annual report narratives, questionable integrity, excessive risk‐taking, and failure to contribute to charitable undertakings tend to reduce future shareholder wealth. These findings imply that firms could benefit from incorporating psychological evaluation in their recruitment processes, especially when seeking to fill senior management posts. While the return predictability described in this paper supports the upper echelons perspective, it simultaneously challenges the notion of informationally efficient stock prices.     

Corporate Performance,Corporate Governance and Top Executive Turnover in Finland

This paper empirically investigates how corporate governance forces and firm performance affect top executive turnover in Finnish listed companies. I document an increase in CEO, top management, and board turnover in response to poor stock price performance and operating losses. The sensitivity of the relation between stock price performance and CEO turnover is significantly higher in firms with a two‐tier board structure (when the CEO is not the chairman), but significantly lower when the CEO or a board member is the controlling shareholder. These results suggest that both the ownership structure and the board design have implications for the disciplining of managers.     

Exploring the transitional behavior among value and growth stocks

Unlike the corporate funds in the US, mutual funds in many countries such as China and Germany operate under a different governance arrangement and are thus called “contractual funds.” The governance structure of contractual funds allows shareholders of fund management companies, rather than the fund investors, to be responsible for asset management decisions. Therefore, a fund’s governance attributes may be especially important in driving its performance. Using a comprehensive governance data covering Chinese mutual funds, this paper finds that the governance and organizational structures of Chinese fund management companies significantly influence the performance of their affiliated funds. In particular, while a larger stake from the top1 shareholder significantly improves the performance of affiliated funds, the presence of multiple largest shareholders reduces their performance. Moreover, fund management companies that offer fewer fund products and charge higher management fees tend to perform better. Finally, more institutional holding in a fund appears to function as an external supervisory surrogate for internal board governance to help improve fund performance.     

MANAGERIAL INCENTIVES AND CORPORATE DIVERSIFICATION STRATEGIES

Because the break-up of conglomerates typically produces substantial increases in shareholder wealth, many commentators have argued that the conglomerate form of organization is inefficient. This article reports the findings of a number of recent academic studies, including the authors' own, that examine the causes and consequences of corporate diversification. Although theoretical arguments suggest that corporate diversification can have benefits as well as costs, several studies have documented that diversified firms trade at a significant discount from their single-segment peers. Estimates of this discount range from 10–15% of firm value, and are larger for “unrelated” diversification than for “related” diversification. If corporate diversification has generally been a value-reducing managerial strategy, why do firms remain diversified? One possibility, which the authors label the “agency cost” hypothesis, is that top executives without substantial equity stakes may have incentives to maintain a diversification strategy even if doing so reduces shareholder wealth. But, as top managers' ownership stakes increase, they bear a greater fraction of the costs associated with value-reducing policies and are therefore less likely to take actions that reduce shareholder wealth. Also, to the extent that outside blockholders monitor managerial behavior, the agency cost hypothesis predicts that diversification will be less prevalent in firms with large outside blockholders. Consistent with this argument, the authors find that companies in which managers own a significant fraction of the firm's shares, and in which blockholders own a large fraction of shares, are significantly less likely to be diversified. If agency problems lead managers to maintain value-reducing diversification strategies, what is it that leads some of these same firms to refocus? The agency cost hypothesis predicts that managers will reduce diversification only if pressured to do so by internal or external mechanisms that reduce agency problems. Consistent with this argument, the authors find that decreases in diversification appear to be precipitated by market disciplinary forces such as block purchases, acquisition attempts, and management turnover.     

Controller changes and auditor changes

Using listed companies in China’s A-share market from 1997 to 2009, this paper investigates the relationship between controller changes (including changes in controlling shareholders, directors and CEOs) and auditor changes. The empirical evidence indicates that controller changes are positively related to auditor changes and that auditor changes are more likely if there are extensive controller changes. For companies in which both the controlling shareholder and the auditor change, if the successor controlling shareholder is controlled by an other-province government, the auditor is more likely to be replaced and the successor auditor is more likely to be a smaller auditor from the same province as the new controlling shareholder.