公司治理与IPO抑价——来自中国股票市场的经验证据

Jensen与Meckling(1976)认为,代理成本是投资者愿意支付的价格与公司内在价值之间的差异。投资者对公司代理成本的预期也会体现在IPO定价过程中,良好的公司治理结构有助于降低公司IPO抑价。本文以我国2002—2003年的133家IPO公司为研究样本,研究样本公司治理结构特征对IPO抑价的影响。结果发现,控制权结构特征以及关联交易性质对IPO抑价有显著的影响,而董事会独立性对IPO的抑价影响则不显著。本文的结果表明,良好的公司治理结构可以显著地降低IPO抑价,降低公司股权融资成本。     

上市公司股权结构与现金持有水平关系的实证分析

从公司治理视角出发,以中国上市公司为样本,对股权结构与企业现金持有决策关系进行了理论与实证分析.结果表明,经理人员持股比例、流通A股比例与企业现金持有水平显著正相关;法人股比例、股权集中度与企业现金持有水平显著负相关;第一大股东持股比例与企业现金持有水平正相关,但不显著;国有股比例与企业现金持有水平负相关,但极不显著.     

Management accounting and corporate governance: An institutional interpretation of the agency problem

Challenging the dominant economic agency theory of corporate governance with a new discourse drawn from institutional theory, the paper analyses how management accounting is implicated in corporate governance. The proposed institutional theory of agency links the micro-institutions of the organization that are informed by the practices of management accounting with external institutional players and stakeholders. The paper identifies emerging narratives in which the management accounting profession has recognised a distinctive, post-Enron set of sensibilities. Although techniques drawn from strategic management accounting can be adapted to embed better corporate governance practices, the institutional theory of agency identifies tensions between the heroic CEO narrative and the routinization of strategy implicit in strategic management accounting.     

Board Members and Company Value

This essay surveys research about the value of individual members of boards of directors. When directors join or exit corporate boards, company stock prices respond, often in magnitudes of 1% of firm value or more. Related research shows that when a significant event impacts the stock price of one company, the effects are transmitted to other companies that share board members in common with the primary company. Share price reactions are sensitive to variables such as a director’s occupation, independence, and professional qualifications. Together, this evidence suggests that a well-functioning market for directors might already exist, making direct regulation unnecessary and possibly counter-productive.     

Corporate Governance and Expected Stock Returns: Evidence from Germany

Recent empirical work shows evidence for higher valuation of firms in countries with a better legal environment. We investigate whether differences in the quality of firm‐level corporate governance also help to explain firm performance in a cross‐section of companies within a single jurisdiction. Constructing a broad corporate governance rating (CGR) for German public firms, we document a positive relationship between governance practices and firm valuation. There is also evidence that expected stock returns are negatively correlated with firm‐level corporate governance, if dividend yields are used as proxies for the cost of capital. An investment strategy that bought high‐CGR firms and shorted low‐CGR firms earned abnormal returns of around 12% on an annual basis during the sample period.     

Industry aspects of takeovers and divestitures: Evidence from the UK

This paper examines takeover and divestiture activity at the industry level for the population of UK firms over the period 1986–2000. Consistent with US research, takeovers in the UK cluster both across industries and over time. The evidence for divestitures indicates clustering across industries only. The paper further investigates whether broad and specific industry shocks (e.g., growth, free cash flow, concentration, deregulation, foreign competition, technology, stock market performance) explain takeover and divestiture clustering at the industry level. The results suggest that broad shocks increase (decrease) the likelihood of takeovers (divestitures), although not significantly for takeovers. Specific industry shocks that increase the likelihood of takeover activity include low growth, the threat of foreign competition and high stock market performance. For divestitures, high industry concentration and deregulation increase activity. Little evidence is found for deregulation as a significant factor in explaining takeover activity.     

Accounting development in Pakistan

This paper examines the origins, growth, and the development of accounting practices and disclosures in Pakistan and the factors that influenced them. We trace the early days of accounting in the Indian subcontinent and discuss the British colonial influence. We examine the development of accounting in Pakistan through three eras: Independence through 1971, Post 1971-1984, and 1984 to present. We describe how the colonial past and later the international financial institutions such as the Asian Development Bank and the International Monetary Fund played key roles in shaping accounting and reporting practices of the country. Pakistan's adoption of International Financial Reporting Standards as national standards has not led to improvement in the quality of financial reporting. We argue that Pakistan, even though classified as a common law country in literature, exhibits most of the properties of code law countries. We conclude that lack of investor protection (e.g., minority rights protection, insider-trading protection), judicial inefficiencies, and weak enforcement mechanisms are more critical to explaining the state of financial reporting in Pakistan than are cultural factors. This insight has policy implications for developing countries that are making efforts to improve the quality of the financial reporting of their business entities.     

Bank CEO materialism: Risk controls,culture and tail risk

We investigate how the prevalence of materialistic bank CEOs has evolved over time, and how risk management policies, non-CEO executives’ behavior and tail risk vary with CEO materialism. We document that the proportion of banks run by materialistic CEOs increased significantly from 1994 to 2004, that the strength of risk management functions is significantly lower for banks with materialistic CEOs, and that non-CEO executives in banks with materialistic CEOs insider trade more aggressively around government intervention during the financial crisis. Finally, we find that banks with materialistic CEOs have significantly more downside tail risk relative to banks with non-materialistic CEOs.     

Management's Materiality Criteria of Internal Control Weaknesses and Corporate Fraud: Evidence from China

This paper investigates the determinants and consequence of Chinese listed companies' first-time decisions on materiality criteria for internal control weaknesses, which have been observable beginning from the 2011 annual report. Although pretax income is most commonly used as the benchmark for materiality, revenue is also used as a popular alternative. Revenue is more susceptible to manipulation, as it has a much larger financial amount than pretax income. We argue that unethical managers prefer not to disclose material weaknesses by manipulating the materiality criteria to justify non-disclosure of a potentially material weakness. Consistent with this opportunistic incentive, we find that when companies committed fraud in the previous year that remains undetected, their management is more likely to use revenue (rather than pretax income) as the first-time benchmark and to set a higher revenue-based materiality threshold as well. Moreover, once the materiality metrics are set, the first-time revenue-based materiality threshold is significantly and positively associated with subsequent incidence of corporate fraud, which suggests that setting deviant and loose materiality metrics leaves room for the management to engage in future misconduct.     

International compliance with new Basel Accord principles for risk governance

We assess international compliance with the Basel Committee's 2010 guidance on governance of banking organisations. Based on an extensive examination of regulatory documents in selected advanced economies, we find that reform is incomplete in jurisdictions most affected by the financial crisis, and with the largest financial centres. In contrast, other countries less affected by the financial crisis have enacted risk governance reforms as protection against potential future contagion. We provide insights for policy‐makers charged with improving governance at banks, and a richer understanding for international regulators as they revise the guidelines and aim for greater compliance at the national level.