由历史文化漫谈企业法治管理

一、企业法治管理的界定在界定企业法治管理的概念前,先来界定本文中“法治”的概念。法治一词在中国既有自生的本土含义,又有西学东渐以后的添加意义,因而当人们在不同的话语系统中使用时,法治会呈现出不同的含义。在我国古代法家著名代表人物商鞅的心目中,“秉权而立”的统治     

Compensation negotiation and corporate governance: the evidence from China

This paper examines CEO pay dispersion for the listed companies in China. We apply a two-tier stochastic frontier model to the CEO compensation framework where asymmetric information generates a surplus between the minimum wage that CEOs accept and the maximum payment that firms offer. This surplus leads to CEO pay dispersion coming from the negotiation power between the CEO and the firm. We generate the surplus extracted by each CEO-firm pair and analyze how corporate governance affects them. An empirical analysis finds that: (1) On average, CEOs are paid 23.26% more than the benchmark; (2) additionally, we examine the bargaining power in state-owned enterprises (SOEs) and non-state-owned enterprises (non-SOEs). We find that CEOs in SOEs have less bargaining power due to compensation regulations. We then examine compensation for new CEOs hired externally and find that CEOs hired externally have less bargaining power on average; and (3) corporate governance has a significant effect on the salary bargaining power of each agent. More specifically, the CEO-Chairman dummy has a significant positive effect on the bargaining power of firms and CEOs, but the latter is larger. Board size has a negative effect on both. Independent directors help improve the bargaining power of the firms and board meeting times help enhance the bargaining power of the CEOs. Equity concentration has a significant negative effect on both sides.     

Corporate governance in Japan: past performance and future prospects

Much has been written about the Japanese 'model' of corporategovernance. Indeed, Japanese-style corporate governance hasbeen described as an efficient alternative to corporate governancemechanisms available in the West, and as a model for developingeconomies. As opposed to American-style corporate governance,in which hostile takeovers and managerial incentive schemesplay a major role, Japanese firms have traditionally reliedon monitoring by large shareholders and banks. This articledescribes the evolution of corporate governance in Japan sincethe Second World War, and surveys the empirical evidence onits performance. Although there is substantial evidence on theeffectiveness of the Japanese system, there is also evidenceon its significant shortcomings. The article also evaluatesthe effects of the current macroeconomic and banking criseson corporate governance in Japan, and suggests possible directionsfor future changes, which are likely to make Japan more similarto the USA in this respect.     

从公司法人结构治理谈股份有限公司股东权的保护

股份有限公司是以营利为目的的社团法人,股东权是股东基于其股东资格而享有的从公司获取经济利益并参与公司经营管理与监督的权利。市场经济国家传统的公司法历来把最大限度地营利,实现股东利益的最大化视为公司的最高价值取向。在这个意义上说,近现代公司法的历史就是一部为股     

企业法人治理结构与内部控制

一、企业法人治理结构与内部控制的质量关系及国有企业改革的成败探源完善法人治理结构,是建立现代企业制度的核心问题。企业法人治理结构是在受托经济责任的情况下为规范股东与管理者之间的权利、责任而设计的关于公司所有者与经营管理者之间权利配置与制衡的一种制度安排。这     

Incentive contracts,corporate governance,and privatization funds in Romania

This paper analyzes the governance problems of the Romanian Private Ownership Funds (POFs), critical institutions both in the privatization process and in the future ownership and control structure of the Romanian economy. Although the POFs share similar problems with mass privatization intermediaries elsewhere, the satisfactory performance of Romanian funds faces additional obstacles due to the bureaucratic character of their initial organization, the continuing involvement of the state in their governance and operation, and the complexity of the tasks that they are supposed to accomplish. The POFs are charged not only with governing companies and managing their portfolios, but with part of the task of selling the remaining state shareholdings. We review instruments of corporate governance that could potentially induce them to perform these tasks, and conclude that the standard practices are likely to be seriously deficient in the case of the Romanian POFs. One possibility which has not yet been adopted is an incentive payment scheme for POF executives. We analyze the difficulties of implementing such a scheme with a multi-task principal-agent model, and propose a practical solution to the incentive design problem. We argue that, while some such method is certainly necessary to induce the POFs to perform their assigned tasks even approximately, it is by no means sufficient to enliven the Romanian privatization process. The author is grateful for a research grant from the National Council for Soviet and East European Research, received through the Center for Economic Policy Research at Stanford University. Encouragement from Ralph W. Pfouts, discussion with Alexander Dyck, and comments from Roman Frydman on an earlier draft are gratefully acknowledged.     

Financial reform and financing constraints: Some evidence from listed Chinese firms

This paper examines the impact of recent financial reforms in China on the financing constraints and investment of publicly-listed Chinese firms. Two continuous indices are constructed to measure the evolution and intensity of financial reforms: a financial liberalization index and a capital control index. Dynamic panel GMM method is used to estimate firms' financing constraints in an Euler-equation investment model. Based on panel data of listed firms for 1996–2007, we find that large firms face no credit constraints and smaller firms display significant constraints. However, the sensitivity of large firms' investment to their cash holdings is heightened as more financial reforms take place. It appears that reforms that gradually eliminate preferential treatments to large firms, primarily state-owned enterprises (SOEs) in China, have subjected these firms' investment decisions to stricter market-based discipline and therefore raised their financing constraints. No significant change in the financing constraint is detected for smaller firms in China. This is interpreted as financial reform in China has not been substantial enough for its benefits to reach smaller firms.     

我国上市公司治理与会计政策选择

会计政策选择受到公司治理的强烈影响,其存在有一定的客观必然性。文章论述了两种主要公司模式下会计政策选择的取向,分析了我国上市公司治理的现状及由此而产生的会计政策选择方面的问题。为提高会计政策选择的效率性,我国上市公司应完善公司治理结构,文章对此提出了建议。     

Substitutes for legal protection: corporate governance and dividends in Victorian Britain1

Companies in Victorian Britain operated in a laissez‐faire legal environment from the perspective of outside investors, implying that such investors were not protected by the legal system. This article seeks to identify the alternative mechanisms that outside shareholders used to protect themselves by examining the dividend policy and governance of over 800 publicly traded companies at the beginning of the 1880s. We assess the importance of these mechanisms by estimating their impact on Tobin's Q. Our evidence suggests that dividends and well‐structured and incentivized boards of directors may have played a role in protecting the interests of outside investors.     

农民发展权保障的现实困境与法治路径

尊重和保障农民发展权是构建和谐社会的现实要求。农民发展权的实现需要法治的保障。加强农民发展权的法治保障,需要加强农民发展权立法,强化农民发展权的政府责任机制,完善农民发展权的司法救济机制,培植农民维权组织,提高农民的法律意识。     

法人治理下事业单位的投资与补偿机制研究

改革开放30年来,我国事业单位的体制改革取得了相当的成就,不同性质的事业单位由于它公益性质和与市场结合程度的不同,各级政府逐渐采取了不同的财政政策,但笔者认为我国目前的事业单位普遍存在组织法人地位不足问题,本文从我国的国情出发,对法人治理下事业单位的投资与补偿机制作进一步大胆的探索。     

Damaged exports: Dynamics and limits of governance reform in Southeast Asia

Governance reform is the main policy for a number of international and domestic aid agencies. Under the rubric of governance reform are diverse programs ranging from those for anti‐corruption to those for civil society promotion programs. Although these programs have had limited success, governance programs are continually being promoted and implemented byinternational organizations and political forces in developing, newly industrialized states. Why? One reason for this persistence is that these programs—despite failing in their erstwhile objectives—nevertheless constitute a shift in modes through which power is exercised. These programs often create new modalities of political rule, which form the basis of new state strategies. This paper draws particular attention to the importance of governance programs in nurturing new forms of political rule through a process of depoliticization.     

论股权分置改革与公司治理

目前中国资本市场正掀起了股权分置改革的浪潮。本文追溯了股权分置制度产生的原因,深入剖析了股权分置管理所带来的影响。分析得出:股权分置制度导致了股东群体缺乏共同利益基础、阻碍了证券市场的健康发展以及公司治理无力的局面。作者认为,当前上市公司应抓住股权分置改革这个契机,努力拓宽公司治理改善的路径,必将能促进上市公司治理水平的提高。     

Land reform and agricultural productivity in India: a review of the evidence

In this paper we review as well as contribute to the empiricalliterature on the impact of land reform on agricultural productivityin India. We find that, overall for all states, land-reformlegislation had a negative and significant effect on agriculturalproductivity. However, this hides considerable variation acrosstypes of land reform, as well as variation across states. Decomposingby type of land reform, the main driver for this negative effectseems to be land-ceiling legislation. In contrast, the effectof tenancy reform, averaged across all states, is insignificant.There seems to be a wide range of state-specific effects, whichsuggests that focusing on average treatment effects can hidea considerable amount of heterogeneity. In particular, allowinga separate slope for West Bengal, one of the few states thatimplemented tenancy laws rigorously, we find that land reformhad a marginal positive effect relative to the rest of India.     

论中国法治进程中农民的平等权及其保障

平等权是我国公民的一项基本权利。作为公民的农民,应享有与其他社会主体平等的权利,但目前我国农民的经济权、教育权及财产权等方面的权利仍然得不到平等和应有的保障。农民权利的法律保障是法治建设不可回避的问题,因此,我们必须立足我国的客观实际,构建农民权利法律保障制度,采取切实措施促进和保障农民的平等权利。     

Market power and inefficiency: a contracts perspective

This paper surveys the economics of market power from the perspectiveof contract theory. Various practices that might be of competitionpolicy concern-including price discrimination, quantity discounts,bundling, vertical integration, and contracts with customers-arediscussed in terms of constraints on profit maximization, chieflyarising from incomplete information and credible commitmentproblems. First, the exploitation of pure monopoly power overfinal consumers or downstream, firms is discussed. Then motivesfor anticompetitive behaviour towards rival firms are considered,including avoidance of profit dissipation, extraction of rivalsurplus, and exploitation of customer disunity.     

China's grain marketing system reform in 1993–1994: empirical evidence from a rural household survey

By utilizing a rural household survey, this paper domonstrates the progress in China's grain marketing reform in 1993 and evaluates to what extent the reform was reversed in 1994. Specifically, we investigate the degree of commercialization, changes in state's contract procurement quota and changes in the marketing channels. Overall, the grain market has been liberalized to a very large extent. Participation of the private traders have already grown to a significant level, occupying more than one-third of the market share for wheat and rice and more than half for maize. For minor crops, the share of private traders were even bigger. Despite the reversal in 1994, the grain market was still very “open.” Counting all grain types, the state was controlling only about one-third of the marketed surplus. However, if the central leadership perceived any serious instability in the market for a certain grain, examples provided illustrate how the state's control could certainly be strengthened significantly.     

Holding company risk in China: a final step of state-owned enterprises reform and an emerging problem of corporate governance

Public Enterprise Reform in China has reached a plataeu, and is awaiting the last step of privatization. Most of non-regulated industries in China has improved their competitiveness thorough a hard and intense competition, particularly in the home appliance industry. However, it still happened that excellent companies with nationwide brands suddenly fall into severe difficulties and suddenly disappears in the industry, as we seen in the early 1990's. Author argues that this is caused by structure of corporate governance in China, which can facilitate to enhance the control right of the controlling shareholder, that is the government for the most of listed company in China, compared to their holding cash flow right. This corporate structure, which is called “pyramiding” allows an implicit controller of the company, the municipal government, to exploit. In the cases of listed company in China, the “holding company” is the conduit of this risk. Experiences of 2 companies from home appliance industries in China will be documented here.     

国有企业委托代理及治理结构改革

国有企业改革的关键是解决企业中存在的委托代理关系问题,提高国有企业的经营效益。本文借鉴西方委托代理理论,分析我国国有企业中委托代理关系存在的问题及原因,提出了解决国有企业委托代理效率的对策。