Private Equity,Corporate Governance,and the Reinvention of the Market for Corporate Control

In the early 1980s, during the first U.S. wave of debt‐financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the “market for corporate control” and defined it as “the market in which alternative management teams compete for the right to manage corporate resources.” Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or “strategic”) and “financial” buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control—one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large‐sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, “private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations—those companies that will continue to carry out the lion's share of the world's growth opportunities.”     

The Labor Market for Directors and Externalities in Corporate Governance

This paper studies how directors' reputational concerns affect board structure, corporate governance, and firm value. In our setting, directors affect their firms' governance, and governance in turn affects firms' demand for new directors. Whether the labor market rewards a shareholder‐friendly or management‐friendly reputation is determined in equilibrium and depends on aggregate governance. We show that directors' desire to be invited to other boards creates strategic complementarity of corporate governance across firms. Directors' reputational concerns amplify the governance system: strong systems become stronger and weak systems become weaker. We derive implications for multiple directorships, board size, transparency, and board independence.     

The Performance of the European Market for Corporate Control: Evidence from the Fifth Takeover Wave

This paper presents an in‐depth analysis of the performance of large, medium‐sized, and small corporate takeovers involving Continental European and UK firms during the fifth takeover wave. We find that takeovers are expected to create takeover synergies as their announcements trigger statistically significant abnormal returns of 9.13% for the target and of 0.53% for bidding firms. The characteristics of the target and bidding firms and of the bid itself are able to explain a significant part of these returns: (i) deal hostility increases the target's but decreases bidder's returns; (ii) the private status of the target is associated with higher bidder's returns; and (iii) an equity payment leads to a decrease in both bidder's and target's returns. The takeover wealth effect is however not limited to the bid announcement day but is also visible prior and subsequent to the bid. The analysis of pre‐announcement returns reveals that hostile takeovers are largely anticipated and associated with a significant increase in the bidder's and target's share prices. Bidders that accumulate a toehold stake in the target experience higher post‐announcement returns. A comparison of the UK and Continental European M&A markets reveals that: (i) the takeover returns of UK targets substantially exceed those of Continental European firms. (ii) The presence of a large shareholder in the bidding firm has a significantly positive effect on takeover returns in the UK and a negative one in Continental Europe. (iii) Weak investor protection and low disclosure in Continental Europe allow bidding firms to adopt takeover strategies enabling them to act opportunistically towards the target's incumbent shareholders.     

Market Liquidity and Ambiguity: The Certification Role of Corporate Governance

We investigate how firm‐specific certification practices through corporate governance can reduce perceived ambiguity and thus enhance liquidity of a firm in the stock market. We show that better corporate governance helps reduce ambiguity. In addition, a reduction in ambiguity is significantly related to higher liquidity of firms. Our results are robust to alternative model specifications and measures of ambiguity, and remain statistically significant after controlling for other known determinants of ambiguity and liquidity. Our results shed light on how ambiguity can be moderated through firm‐level certification practices and on the channel through which a moderation of ambiguity affects shareholder wealth.     

The Market for Corporate Control and the Agency Paradigm

The paper analyzes the role of agency driven takeover activity. The analysis shows that takeovers can play an important role in reducing agency costs even though the gains from the corporate restructuring that follows the takeovers are zero, which counters existing models of agency driven takeover activity. The model can therefore form the basis for deriving empirical predictions which discriminate between the agency paradigm and the corporate restructuring paradigm of takeover activity. Negative post-merger performance (Agrawal et al., 1992), which is inconsistent with corporate restructuring is consistent with this model, and that takeover targets' investment levels are below or at the average (Servaes 1994), which is inconsistent with the free cash flow theory is also consistent with this model.     

Insider Trading and Corporate Governance: The Case of Germany

We analyse transactions by corporate insiders in Germany. We find that insider trades are associated with significant abnormal returns. Insider trades that occur prior to an earnings announcement have a larger impact on prices. This result provides a rationale for the UK regulation that prohibits insiders from trading prior to earnings announcements. Both the ownership structure and the accounting standards used by the firm affect the magnitude of the price reaction. The position of the insider within the firm has no effect, which is inconsistent with the informational hierarchy hypothesis.     

The Market for Corporate Control and the Agency Paradigm

The paper analyzes the role of agency driven takeover activity.The analysis shows that takeovers can play an important rolein reducing agency costs even though the gains from the corporaterestructuring that follows the takeovers are zero, which countersexisting models of agency driven takeover activity. The modelcan therefore form the basis for deriving empirical predictionswhich discriminate between the "agency paradigm" and the "corporaterestructuring paradigm" of takeover activity. Negative post-mergerperformance (Agrawal et al., 1992), which is inconsistent withcorporate restructuring is consistent with this model, and thattakeover target's investment levels are below or at the average(Servaes 1994), which is inconsistent with the free cash flowtheory is also consistent with this model. JEL numbers: G14,G31, G32, G34.     

保险产品市场竞争、公司治理与绩效实证研究

公司治理绩效是衡量公司治理结构是否完善的重要标准。事实上,公司治理绩效不仅受到公司内部各个治理机制的影响,而且还会受到公司外部治理机制的影响。一个良好的公司治理结构依赖于内部机制与外部机制的有机结合。实证研究表明保险公司的公司治理与保险产品市场竞争具有显著的替代性。因此,尽管单个公司治理和保险产品市场竞争因素都是解释中国保险企业绩效的基本因素,但由于它们都只强调公司治理中的一个方面而忽略了可能存在的其他更加重要的内容,因而都是不完善的。公司治理和保险产品市场竞争两个方面都非常重要,因而都应得到足够的重视。     

The Evolution of Corporate Governance and Firm Performance in Transition Economies: The Case of Sellier and Bellot in the Czech Republic

This paper investigates the evolution of corporate governance and firm performance in transition economies. It focuses on barriers that impeded adoption of optimal corporate governance at Czech ammunition manufacturer Sellier and Bellot (S&B) following voucher privatisation in 1993. Exogenously imposed diffuse ownership, combined with legal, capital market, and accounting deficiencies, contributed to poor corporate governance and weak firm performance. This study shows how legal, capital market, and accounting deficiencies hinder corporate governance evolution; it demonstrates monitoring and incentive mechanisms can create value in transition economies; it suggests effective privatisation not only involves rapid ownership transfer but careful accounting and securities regulation and legal protection.     

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。     

Corporate Financial Control Mechanisms and Firm Performance: The Case of Value-Based Management Systems

Abstract:  We examine the performance of 84 firms that adopt value-based management (VBM) systems during the period 1984-1997. The typical firm significantly improves matched-firm-adjusted residual income after adopting VBM. This improvement persists for the five post-adoption years studied. After controlling for possible sample bias, we find that large firms show less improvement than small firms. We find a negative relation between tying compensation to VBM and post-adoption performance. We also find that firms reduce capital expenditures following VBM adoption, but that the reductions in spending do not differ based on the firms' growth opportunities. Overall, the evidence suggests that VBM improves economic performance and the efficient use of capital.     

Corporate Governance,Valuation, and Performance: Evidence from a Voluntary Market Reform in Brazil

In December 2000, the São Paulo Stock Exchange launched a new premium market segment for companies that voluntarily commit to “good practices of corporate governance.” We construct a composite index (NM6) that combines six proxies for the main governance practices targeted by Bovespa's reform. We find that higher scores for our index are related to greater market value but not to better operating performance. An investment strategy that purchased stocks of firms with high NM6 and sold stocks of firms with low NM6 would have earned abnormal returns of 10.68% per year from 2001 to 2005.     

资本市场中媒体的公司治理角色研究

媒体作为一种外部公司治理力量,在资本市场中扮演着越来越重要的角色,同时也是管理学和公司金融学中的研究热点。本文旨在综述资本市场中媒体所扮演的公司治理角色的相关文献,梳理有影响的研究成果,展望有潜力的研究方向。首先从媒体的信息增量与信息效应出发,探讨了媒体对资本市场的影响;接着从制度环境和资本市场有效性两个层面,阐述了媒体发挥其治理作用的三种机制:传统监督机制、声誉机制和市场压力机制,探讨了每种机制的理论基础与缺陷;最后在现有研究的基础上,结合目前我国的制度环境,指出了未来的研究方向与需要注意的问题。     

论公司治理与会计控制

本文以委托代理理论、控制理论解释公司治理与会计控制之间的关系 ,提出公司治理机制是实施会计控制的基础。要在决策、激励、监督约束“三大机制”中整合会计组织结构、资金监控机制、会计与审计信息网络 ,将会计控制纳入到公司治理路径之上     

Corporate Governance and Company Performance in Australia

This study tests whether the adoption of Australian best practice corporate governance recommendations is associated with financial performance measured by return on assets (ROA) and Tobin's Q. Results suggest that recommended corporate governance structures relating to the adoption of board sub‐committees are sound policy recommendations that enhance performance using the accounting measure ROA and the market‐based measure Tobin's Q. In contrast, the emphasis on board independence guidelines, specifically having outside independent directors, has a negative impact on ROA and Tobin's Q. However, there are conflicting significant results between the accounting and market measures for having a dual CEO/chairperson and board size.     

Effect of Corporate Governance on Performance of Microfinance Institutions: A Case from Pakistan

ABSTRACT

We aim to assess the effect of corporate governance on the financial, economic, and social performance of microfinance institutions (MFIs) in Pakistan. The sample comprises twenty-five MFIs and covers their performance over five years, 2005–09. The results of the study indicate that governance variables do have an influence on the performance (economic and social) and productivity of the MFIs in Pakistan. Larger boards inversely affect the economic performance but have a positive effect on outreach and productivity. Presence of female directors does not play any role in improving economic performance but positively affects outreach. Duality of chair with CEO is a negative contributor to performance, outreach, and productivity. Firm size, experience, regulation of MFIs, and nonprofit activities in lending have positive effects on performance outreach and productivity.     

Corporate Governance Ratings and Firm Performance

We examine the corporate governance ratings provided by three premier US rating agencies and find that summary scores are generally poor predictors of primary and secondary measures of future firm performance. However, some component sub-ratings that focus on the eight key dimensions of dynamic governance structures provide more positive and reliable evidence of their information content in predicting the multiple dimensions of firm performance. These results reflect the recent observations by academic researchers and money managers that it is extremely difficult to distill all of the complex governance mechanisms into a single integrated, yet informative overall score.     

Corporate Governance and Firm Performance in Iran

This study uses data from companies listed in the Tehran Stock Exchange (TSE) for the years 2005–2006 to investigate the role of corporate governance indices on firm performance. We use board size, board independence, board leadership and institutional investors on the board as corporate governance indices and EPS, ROA and ROE as firm performance surrogates. Our regression results show that board size is negatively associated with firm performance. Moreover, the presence of outside directors strengthens the firms' performance. We find, however, no relationship between leadership structure and firm performance. Likewise, the presence of institutional investors on the board of directors is not positively associated with firm performance.     

Corporate Control and the Choice of Investment Financing: The Case of Corporate Acquisitions

We test the proposition that corporate control considerations motivate the means of investment financing—cash (and debt) or stock. Corporate insiders who value control will prefer financing investments by cash or debt rather than by issuing new stock which dilutes their holdings and increases the risk of losing control. Our empirical results support this hypothesis: in corporate acquisitions, the larger the managerial ownership fraction of the acquiring firm the more likely the use of cash financing. Also, the previously observed negative bidders' abnormal returns associated with stock financing are mainly in acquisitions made by firms with low managerial ownership.