高管团队内部治理与企业资本结构调整——基于非CEO高管独立性的视角

本文以2001-2017年A股上市公司为研究样本,实证检验了高管团队内部治理对企业资本结构的影响。研究发现:当企业负债不足时,高管团队内部治理效应能够显著提高企业(尤其是非国有企业)的负债水平,降低企业实际资本结构与目标资本结构的偏离程度。这种高管团队内部治理效应在第一类委托代理问题比较严重以及非CEO高管监督动机较强的企业中更加显著。作用机制分析表明,高管团队内部治理效应能够通过降低第一类代理成本来降低企业资本结构与目标资本结构的偏离程度。本文的研究结论为改善我国上市公司治理提供了新的思路,对于优化企业融资结构、深化金融供给侧结构性改革具有一定的启示意义。     

Top Management Team Characteristics and Accrual-Based Earnings Management

This study examines how top management team (TMT) knowledge and average tenure affect accrual-based earnings management by investigating 4791 Taiwanese listed companies from 2006 to 2010. TMT members with more knowledge (higher education level, more accounting expertise, and greater prior top management experience) and longer average tenure have better performances and higher reputations, and are more aware of the litigation costs of earnings manipulations; therefore, they reduce managers' incentives to manage earnings (incentive-reduction effect). On the other hand, these TMT members are also likely to become entrenched and engage in more earnings manipulations (entrenchment-enhancing effect). The empirical results show that firms' TMT knowledge and average tenure are negatively associated with discretionary accruals, suggesting that the incentive-reduction effect is stronger than the entrenchment-enhancing effect, which makes TMT members less likely to engage in earnings management. Moreover, the above results are robust when employing different earnings management measures and suspect firm analyses, as well as considering endogeneity issues. Finally, the study suggests that the presence of a founding family may reduce the influences of TMT knowledge and average tenure on earnings management.     

Corporate Governance and Information Efficiency in Security Markets

This paper investigates a neglected topic in corporate governance research; namely, do governance characteristics affect the market reaction to news? The topic is important given the emphasis by governance regulations and codes of best practice on the need for greater transparency of corporate activities. For the first time in the corporate governance literature, we show that corporate governance characteristics (particularly the presence of founding family directors and gender diverse boards) affect the market reaction to company specific news. The results of the paper point to the analysis of the impact of governance characteristics on the market reaction to news being a new and complementary research agenda within corporate governance.     

Founding Family Ownership and Earnings Quality

This study investigates the relation between founding family ownership and earnings quality using data from the Standard & Poor's 500 companies. Existing literature has documented that financial reporting is of higher quality when firms have stronger corporate governance mechanisms and when there is greater demand for quality financial reporting. I provide two competing theories of the effect of founding family ownership on the demand and supply of earnings quality: the entrenchment effect and the alignment effect. The empirical results show that, on average, founding family ownership is associated with higher earnings quality. In particular, I find consistent evidence that founding family ownership is associated with lower abnormal accruals, greater earnings informativeness, and less persistence of transitory loss components in earnings. In addition, the results suggest a nonlinear relation between family ownership and earnings quality.     

Founding family ownership and the agency cost of debt

We investigate the impact of founding family ownership structure on the agency cost of debt. We find that founding family ownership is common in large, publicly traded firms and is related, both statistically and economically, to a lower cost of debt financing. Our results are consistent with the idea that founding family firms have incentive structures that result in fewer agency conflicts between equity and debt claimants. This suggests that bond holders view founding family ownership as an organizational structure that better protects their interests.     

Beatrice: A Study in the Creation and Destruction of Value

This paper chronicles the history of the Beatrice company from its founding in 1891 as a small creamery, through its growth by acquisition into a diversified consumer and industrial products firm, and its subsequent leveraged buyout and sell-off. The paper analyzes the value consequences the firm's acquisition and divestiture policies, its organizational strategy, and its governance. The analysis sheds light on a number of issues in organization theory, strategy, and corporate finance, including the sources of value in diversifying aquisitions, the cost of over-centralization and weak corporate governance, and the mechanisms of value creation in the market for corporate control.     

Corporate governance and risk-taking: Evidence from Japanese firms

This paper examines the influence of corporate governance on the risk taking of Japanese firms. We show that family control and ownership concentration are associated with higher idiosyncratic risk, whereas bank control has the opposite effect. Considering the link between idiosyncratic risk and firm performance, the results provide an economic rationale for the higher (lower) performance of family-controlled firms (bank-controlled firms). The results also explain the higher performance of firms with concentrated ownership by relating their governance structures to the risk-taking strategies that generate greater competitive advantages. Finally, we show that the impact of governance structures on risk taking is stronger after controlling for endogeneity.     

内部控制与异质机构持股的治理效应

本文实证检验了不同内部控制水平下,异质机构持股在抑制管理层盈余操纵方面的公司治理效应。研究发现,相比外地或短期机构持股,本地或长期机构持股更有助于提升应计质量和降低盈余噪音;当公司存在实质性内部控制缺陷时,本地或长期机构持股在抑制管理层盈余操纵方面的治理效应显著降低;相比国有控股,异质机构持股治理效应的发挥在非国有控股公司中受内部控制的影响更大;当公司存在财务报告实质性内控缺陷时,异质机构持股发挥的治理效应明显更弱。这些结果表明,异质机构持股治理效应的发挥离不开公司内部控制机制,二者之间是互补而非替代关系,这种互补关系主要由财务报告内部控制缺陷驱动。本研究有助于深化理解异质机构持股影响公司治理的具体作用机理,为实务界和监管机构改善公司治理、加强投资者保护提供经验参考。     

What Causes Fraudulent Financial Reporting? Evidence Based on H Shares

This paper investigates fraudulent financial reporting (FFR) in the China-based companies listed on the Hong Kong Stock Exchange (called H shares) in which Chinese government officials have a high degree of involvement and heavy impact on audit quality and corporate governance. It intends to find out the causes of FFR, the opportunities that make such reporting possible, and whether the presence of politically connected executives creates an environment that is conducive to FFR. The results show that the corporate environment most likely to lead to FFR is characterized by earnings management accounting practices.     

Transforming the management and governance of private family firms: The role of venture capital

We analyze the role of venture capitalists (VCs) in transforming the management and governance of China's private family firms. We show, causally, that VC-backed family firms are more likely than non-VC backed family firms to experience departures of family members from top management positions and decreases in the separation between family control rights and cash-flow rights; these effects are stronger when VCs have greater equity ownership or board representation. We show that these changes in top management and governance in family firms are associated with higher IPO firm valuations and better post-IPO long run stock returns.     

Does Family Control Shape Corporate Capital Structure? An Empirical Analysis of Eurozone Firms

This study investigates the relationship between family control and corporate capital structure considering the dynamic nature of the debt policy and the ownership structure of family firms. Our results show that the sensitivity of debt to fluctuations in cash flow is less pronounced in family firms and highlight that family control increases the speed of adjustment toward target debt. Four dimensions of the family business model explain these results: deviations of voting from cash flow rights, the presence of a second blockholder in the company, involvement of family members in management, and the generation in charge of the business. The weaker negative impact of cash flow on debt is driven by family firms with no control‐enhancing mechanisms, companies with active family participation in management and family businesses that are still controlled by the first generation. By contrast, the more severe agency conflicts between owners and creditors in family firms with a second blockholder lead to more pronounced pecking order behaviour. Furthermore, the higher flexibility in corporate decision‐making of family firms managed by the family and under the influence of the first generation explains why family companies are able to rebalance their capital structure faster.     

Enablers of top management team support for integrated management control systems innovations

Top management team (TMT) support has been identified as one of the most important critical factors to the success of management control systems (MCS) innovations. However, prior studies have taken TMT support for MCS innovations as a given rather than considering the factors that determine whether that support will actually exist and the extent thereof. Prior studies also follow a monolithic approach and treat TMT support for MCS innovations as a black box rather than a combination of processes and stages that develop sequentially over time. We conceptualise TMT support for MCS innovations as consisting of two stages (TMT belief and participation in MCS innovations). We draw on Upper Echelon and knowledge creation theories to motivate and test four enablers of TMT support for an integrated MCS innovation. We theorize the four enablers as TMT's strategic IT knowledge, TMT knowledge creation processes, CIO's strategic business and IT knowledge, and the interaction between TMT and the CIO. We test the research model using survey data that was collected from 347 Australian organisations. The results from the data analyses confirm the hypothesised relationships, supporting the theorized synergies among the four antecedents to TMT support. There are several implications for theory and practice that should be considered in future studies examining the role of TMT in supporting new MCS innovations.     

Family involvement,family member composition and firm innovation

Based on the data of Chinese listed family firms from 2008 to 2016, we investigate the impact of family involvement on firm innovation and the moderating effect of family member composition. The results show that increased family involvement significantly reduces R&D investment intensity and the number of patent applications. With the increased richness of the kinship of family members involved in management, the negative impact of family involvement on patent applications is weakened, but family member composition does not have a significant moderating effect on the relationship between family involvement and R&D investment intensity. Further analysis shows that the number of invention patent applications decreases as the degree of family involvement increases, but family involvement has no significant effect on utility model patent and design patent applications. Family member composition has a significant moderating effect on the relationship between family involvement and invention patent applications. The results have value as a reference for exploring how family involvement affects firm innovation and can also help the actual controller to take effective measures to optimize family member composition and improve the innovation performance of family firms.     

Corporate Capital Structure,Agency Costs,and Ownership Control: The Case of All-Equity Firms

This paper provides evidence that all-equity firms exhibit greater levels of managerial stockholdings, more extensive family relationships among top management, and higher liquidity positions than a matched sample of levered firms. Further, top managers of all-equity firms with family involvement in corporate operations have greater control of corporate voting rights than managers of all-equity firms without family involvement. These findings are consistent with the interpretation that managerial control of voting rights and family relationships among senior managers are important factors in the decision to eliminate leverage.     

Family succession and firm performance: Evidence from Italian family firms

This article contributes to the growing empirical literature on family firms by studying the impact of the founder–chief executive officer (CEO) succession in a sample of Italian firms. We contrast firms that continue to be managed within the family by the heirs to the founders with firms in which the management is passed on to outsiders. Family successions, that is, successions by the founder's heirs, are further analyzed by assessing the impact of the sectoral intensity of competition on the post-succession performance. This analysis also addresses the endogeneity in the timing of the CEO succession by controlling for a pure mean-reversion effect in the firm's performance. We find that the maintenance of management within the family has a negative impact on the firm's performance, and this effect is largely borne by the good performers, especially in the more competitive sectors. These results indicate that there is no inherent superiority of the family-firm structure and emphasize the importance of conducting an analysis of governance in a variety of institutional settings.     

Firm culture and internal control system

The corporate culture within firms is a significant concern for regulators, shareholders and other stakeholders. Drawing on a large sample of US firms, we use the political preferences of the top management team (TMT) to proxy for a firm's culture and examine whether it influences the decision to implement an effective internal control system (ICS) and whether the ICS plays a mediating role between the culture created by the TMT and financial reporting quality. We find that a Republican-leaning TMT with a more conservative ideology is associated with a more effective internal control system. In addition, the TMT's political preferences affect financial reporting quality, both directly and indirectly, via the internal control system. A range of robustness tests reinforces our main findings.     

政府治理、控制权结构与投资决策—基于家族上市公司的经验证据

本文基于双重代理视角分析了地方政府治理水平和控制权结构影响家族企业投资行为的机理。以2002～2008年间我国家族上市公司为研究样本,实证检验发现,超额控制程度较高的家族企业,其内部人有动机为实现其私人收益,忽略资本市场股票价格所提供的投资机会信号,偏离最优投资决策,降低公司投资股价之间敏感度。而较高的地方政府治理水平一方面通过约束内部人的机会主义行为,另一方面使企业拥有更多的外部融资便利,减少与政府的协调成本,提高市场配置资源的能力,从而提高投资股价敏感度。进一步研究发现,家族超额控制降低投资-股价敏感度的动机在地方政府治理水平较差的家族企业中更为显著,并且会降低投资对公司业绩的贡献程度。该研究发现不仅有助于我们从理论层面更好地理解镶嵌于政府层面代理问题的中国家族企业的投资行为,而且对于提高地方政府在维持证券市场的公共治理水平,进而推动我国家族企业健康发展有着重要的政策意义。     

A Family Member or a Professional Manager? The Role of Trust in the Choice of CEO in Family Firms

Using a sample of Chinese family firms from 2008–2015, we investigate the impact of trust on the choice of whether to hire a family member or a professional manager as CEO. We find that the presence of a professional CEO is negatively associated with a higher level of trust in family members. In contrast, it is positively associated with a higher level of trust in non-family members. Our findings suggest that the trust mode in Chinese family firms is like the ‘differential mode of association’, which describes Fei's (1992) social structure of Chinese society. Moreover, a higher level of trust in family members is associated with native entrepreneurial activities, which strengthens the negative relationship between trust in family and the presence of a professional CEO. Furthermore, the role of trust in family firms’ appointment decisions is more pronounced in regions with relatively weak legal protection and firms with relatively poor governance. Our results hold when we control for endogeneity and after a series of robustness checks. This research links the governance of family firms to the informal institution of trust, enriching the literature on trust and family firm behaviours.     

The Impact of Corporate Governance on Closed‐end Funds

This study uses a large sample of UK‐listed closed‐end funds to examine whether governance has an impact on two indicators of fund performance: the level of fund‐management fees and the discount at which a fund trades. Fees are under the control of the directors, and we find that they are inversely related to fund returns, even after allowing for differences across investment sectors. Fees are, on average, higher if a fund has a large board, few directors from outside the fund‐family, many directors from within the fund‐family, and low ownership by the management company. Discounts for funds are wider if the management company or any blockholder has a significant long‐term stake, suggesting that investors are wary of entrenched management. The results suggest that boards are frequently compromised in their duty to shareholders by their dependence on fund‐management companies.     

家族企业公司治理成本研究

公司治理成本分为公司治理机构的组织成本、总代理成本和协调决策成本三大部分.与非家族企业相比,家族企业治理成本的特征主要体现在代理成本相对较低,决策成本和协调成本随着企业的发展而不断增大三个方面.在治理成本的应用中,政府应充分考虑家族企业治理成本的表现特征对企业评价体系的影响,而家族企业则要重点寻找本企业的适度治理成本以加强公司治理建设.