独立董事:代理问题之一部分

本文研究独立董事制度。经理人的性质在于其是以经营才能方面的人力资本优势加入企业合约而实质拥有企业剩余控制权的人力资本所有者。当董事和董事会实质拥有企业剩余控制权时, 独立董事和内部董事都是企业的经理人, 董事会就是企业的管理层, 董事 (董事会) 与股东之间存在着实质的代理关系和代理问题。因此, 作为经理人的独立董事, 其本身首先是代理问题的一部分, 只有在其与股东之间的代理问题得到较好解决之后, 独立董事才可能成为一种有效的公司治理机制。本文认为, 有关各方缺乏对独立董事的经理人性质和其本身首先是代理问题的一部分的共同认知, 而这正是导致企业董事会的独立性与企业业绩之间不存在显著关系或呈现显著负相关关系的根本原因之所在。     

Switching to a poor business activity: optimal capital structure, agency costs and covenant rules

We address the issue of modeling and quantifying the asset substitution problem in a setting where equityholders decisions alter both the volatility and the return of the firm cash flows. Our results contrast with those obtained in models where the agency problem is reduced to a pure risk-shifting problem. We find larger agency costs and lower optimal leverages. We identify the bankruptcy trigger written in debt indenture, which maximizes ex-ante firm value, given that equityholders will ex-post be able to risk-shift. Our model highlights the tradeoff between ex-post inefficient behavior of equityholders and inefficient covenant restrictions.      

The price of power: Valuing the controlling position of owner–managers in French IPO firms

Going public often creates an agency conflict between the owner–manager and minority shareholders. This problem is especially severe in countries with poor legal investor protection, such as France. We examine the controlling position of owner–managers in French initial public offering (IPO) firms. We find that investors anticipate the increased agency conflict associated with a lock on control and lower firm value when the owner–manager is more powerful. Shareholder agreements in which the owner–manager agrees to share control with other pre-IPO owners enhance firm value. We also report that higher cash flow ownership by the owner–manager is positively related to firm value when he is not in full control. Finally, we document that the large (non-pecuniary) private benefits of control in France may motivate owner–managers to retain control after the IPO.     

The interaction among disclosures,competition, and an internal control problem

This paper studies the effect of an internal control problem on a firm's disclosure policy where firms compete in non-cooperative investment game, with each firm deciding to invest in its current technology or to invest in a non-proprietary innovation. By adopting the innovation, a firm earns higher revenues at the expense of its non-adopting rival. Each principal decides on a disclosure policy for its firm that entails releasing an agent's internal cost report of the firm's current technology to the rival firm. The agent has private information about the current technology's cost and an incentive to overstate the cost. An effect of disclosures is to increase coordination between the firms, which, without a control problem, increases firm profits. However, under the same conditions that disclosures were beneficial without the control problem, disclosures may be harmful to the principal with the control problem because increased coordination between the firms allows the agent to earn higher rents. Competition substitutes for commitment to an investment policy that limits the agent's rents and this disciplining role of competition is diminished with disclosures.     

Agency cost of debt overhang with optimal investment timing and size

The concept of debt overhang (that is, an equity‐maximizing levered firm will under‐invest relative to a firm‐value‐maximizing firm) is well established in the literature. A number of papers have demonstrated it as delayed investment (when investment size is specified) or smaller investment (when investment time is specified). However, there is no work on the underinvestment effect when the firm chooses both size and timing of investment, as it usually does in real life. This is what our paper focuses on. When the firm has the flexibility to choose both size and time, the effect is complicated by the fact that delayed investment results in larger investment, which suggests that the underinvestment problem might be mitigated. We find, however, that the effect depends on how underinvestment is measured. When measured by the expected present value of investment, flexibility can mitigate or exacerbate the underinvestment problem, depending on the cost of installing capacity. But when measured by the agency cost, flexibility always exacerbates the underinvestment problem. It is shown numerically that, at the optimal leverage ratio, the agency cost with plausible parameter values can be economically significant. Thus, with the flexibility of choosing both time and size of investment, the debt overhang problem can be of significant practical relevance in corporate investment decisions.     

Firm level return-volatility analysis using dynamic panels

This paper examines “leverage” and volatility feedback effects at the firm level by considering both market and firm level effects, using 242 individual firm stock data in the US market. We adopt a panel vector autoregressive framework which allows us to control simultaneously for common business cycle effects, unobserved cross correlation effects in return and volatility via industry effects, and heterogeneity across firms. Our results suggest that volatility feedback effects at the firm level are present due to both market and firm effects, though the market volatility feedback effect is stronger than the corresponding firm level effect. We also find that the leverage effect at the firm level is persistent, significant and negative, while the effect of market return on firm volatility is persistent, significant and positive. The presence of these effects is further explored through the responses of the model's variables to market-wide return and volatility shocks.     

Default Risk, Asset Pricing, and Debt Control

The pricing and control of firms’ debt has become a majorissue since Merton’s (1974) seminal article. Yet Mertonas well as other recent theories presume that the asset valueof the firm is independent of the debt of the firm. However,when using debt finance, firms may have to pay a premium foran idiosyncratic default risk and may face debt constraints.We demonstrate that firm-specific debt constraints and endogenousrisk premia, based on collateralized borrowing, affect the assetvalue of the firm and, in turn, the collateral value of thefirm. In order to explore the interdependence of debt financeand asset pricing of firms, we endogenize default premia andborrowing constraints in a production-based asset pricing model.In this context then the dynamic decision problem of maximizingthe present value of the firm faces an additional constraintgiving rise to the debt-dependent firm value. We solve for theasset value of the firm with debt finance by the use of numericaldynamic programming. This allows us to solve the debt controlproblem and to compute sustainable debt as well as the firm’sdebt value.     

On institutional ownership and firm performance: A disaggregated view

We study the relationship between institutional ownership and firm performance in Finland. A systems approach is employed to investigate the potential two-way causality between firm performance and ownership structure. Three-stage least squares estimation technique is used to solve for the systems. The evidence suggests an endogeneity problem between firm performance and institutional ownership. However, the magnitude of the problem differs with respect to the concentration of ownership measure used. Our results show that a more equal distribution of the voting power among the largest institutional stakeholder may exert positive effects on firm performance. We also find a significant difference relating to firm performances and equity ownerships between the two classes of institutional investor. Consistent with the ownership structure in Finland, we find that a simple ownership concentration index does not influence firm performance.     

Optimal dividend policy and growth option

We analyse the interaction between the dividend policy and the decision on investment in a growth opportunity of a liquidity constrained firm. This leads us to study a mixed singular control/optimal stopping problem for a diffusion that we solve quasi-explicitly by establishing a connection with an optimal stopping problem. We characterize situations where it is optimal to postpone the distribution of dividends in order to invest at a subsequent date in the growth opportunity. We show that uncertainty and liquidity shocks have an ambiguous effect on the investment decision.      

Asymmetric Information,Asset Allocation,and Debt Financing

We analyze a signaling game where firms' financing announcements convey private information about their prospects but a moral hazard problem exists in that managers may suboptimally invest. Consequently, the attempt to address an asymmetric information problem exacerbates moral hazard. The equilibrium recognizes both imperfect information problems. Additionally, the firm must determine how to allocate funds between two technologies differing in cash flow timing and managerial accessibility. We define an above-average firm's comparative advantage as that technology which is most dominant relative to a firm with lesser prospects and show that the resultant equilibria follow the lines of the firm's comparative advantage. Finally, we show that separation may be achieved costlessly, i.e., with no explicit signaling cost.     

Optimal investment and production decisions and the value of the firm

We explore the effects of uncertainty on a firm that can respond by modifying its investment or production schedule (or both simultaneously) to variations in output price. Investment may increase capacity and/or reduce costs. We consider a firm with finite resources.Our model uses option theory instead of the more traditional net present value framework. One of the early papers using this approach is Brennan and Schwartz (1985) in which an investment project to extract a finite natural resource is valued. In that paper, the value of the firm is a function of two state variables, the finite resource to be extracted (output to be produced in the future) and the commodity spot price. In order to maximize firm value, the manager can respond by modifying one control variable, the production level. In our model we handle instead three state variables (spot price, resources, accumulated investment) and two control variables (production rate and investment rate), and solve numerically.We obtain both the value and the optimal policy of a firm that has investment projects that increase capacity and/or reduce costs and illustrate optimal policies as resources and available investments decrease over the life of the firm. Firms may start by only investing, then invest and produce, to end only producing.We thank Scott Wo, the referee and the editor for their comments and suggestions. Cortázar and Lowener acknowledge the financial support from FONDECYT and FONDER.     

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。     

On financial contracting: An analysis of bond covenants

With risky debt outstanding, stockholder actions aimed at maximizing the value of their equity claim can result in a reduction in the value of both the firm and its outstanding bonds. We examine ways in which debt contracts are written to control the conflict between bondholders and stockholders. We find that extensive direct restrictions on production/investment policy would be expensive to employ and are not observed. However, dividend and financing policy restrictions are written to give stockholders incentives to follow a firm-value-maximizing production/investment policy. Taking into account how contracts control the bondholder- stockholder conflict leads to a number of testable propositions about the specific form of the debt contract that a firm will choose.     

Derivative financial instrument use in Australia

This paper examines the relation between derivatives use and financial characteristics of Australian industrial and mining firms. The firm characteristics proxy for financial distress, tax losses, managerial ownership, growth opportunities, the ability to generate operating cash flows and liquidity. We also control for firm size, dividends and exposure to foreign exchange risk. The results show that firm size and leverage are the main explanatory variables for derivative use for both industrial and mining firms     

Optimal Regulation Under Uncertainty

This paper is concerned with the problem of price regulation when demand is uncertain. Uncertainty gives rise to substantial difficulties in determining both the return a firm's owners should be provided and a set of prices capable of producing that return. We argue that conventional approaches to price regulation are incapable of attaining the economically desirable objectives of efficiency and an equitable return to investors. The deficiencies in current practices are attributable to the separation of the risk measurement-return determination and price setting activities in the conventional approach. We present a model of the regulated firm that synthesizes contemporary financial market theory and the theory of the firm under uncertainty. ¹ 1 A recent paper by Baron 1 furnishes an excellent review of a host of diverse issues involving the behavior of the firm under uncertainty and the role of financial markets.
In our approach, the income stream produced by the firm is valued ex ante in the financial market according to investors' perceptions and preferences over riskreturn characteristics. We portray the firm as producing risk and return by choosing among available production technologies to maximize its market value, given the prices set by regulators. Within this framework, it is shown that regulators can choose the lowest prices consistent with an equitable return to investors. We also show that prices so chosen induce the choice of the optimal technology by the firm.     

A Theory of Pyramidal Ownership and Family Business Groups

We provide a new rationale for pyramidal ownership in family business groups. A pyramid allows a family to access all retained earnings of a firm it already controls to set up a new firm, and to share the new firm's nondiverted payoff with shareholders of the original firm. Our model is consistent with recent evidence of a small separation between ownership and control in some pyramids, and can differentiate between pyramids and dual‐class shares, even when either method can achieve the same deviation from one share–one vote. Other predictions of the model are consistent with both systematic and anecdotal evidence.     

Real options,agency conflicts,and optimal capital structure

We examine the impact of a stockholder–bondholder conflict over the timing of the exercise of an investment option on firm value and corporate financial policy. We find that an equity-maximizing firm exercises the option too early relative to a value-maximizing strategy, and we show how this problem can be characterized as one of overinvestment in risky investment projects. Equityholders’ incentive to overinvest significantly decreases firm value and optimal leverage, and significantly increases the credit spread of risky debt. Numerical solutions illustrate how the agency cost of overinvestment and its effect on corporate financial policy vary with firm and project characteristics.     

Ownership structure and corporate performance

This paper investigates the relation between the ownership structure and the performance of corporations if ownership is made multi-dimensional and also is treated as an endogenous variable. To our knowledge, no prior study has treated the corporate control problem this way. We find no statistically significant relation between ownership structure and firm performance. This finding is consistent with the view that diffuse ownership, while it may exacerbate some agency problems, also yields compensating advantages that generally offset such problems. Consequently, for data that reflect market-mediated ownership structures, no systematic relation between ownership structure and firm performance is to be expected.     

A Monitoring Role for Deviations from Absolute Priority in Bankruptcy Resolution

Firms that have successfully reorganized under Chapter 11 of the bankruptcy laws of the United States frequently award shares of common stock in the reorganized firm to pre‐bankruptcy shareholders, even though pre‐bankruptcy creditors' claims are not fully satisfied. Using a sample of large publicly traded firms, these deviations from absolute priority (DAPR) are found to be positively related to the severity of agency costs within a financially distressed firm. US bankruptcy laws may exacerbate these agency costs by granting exclusivity to management during the reorganization period. Firms in which outside shareholders are more concentrated have a lower occurrence of DAPR indicating that blockholders provide an effective monitoring mechanism for controlling managerial behavior during reorganization. On the other hand, firms without this monitoring mechanism have a higher probability of DAPR indicating that creditors attempt to control managerial behavior by providing them with some sort of financial compensation via their equity holding in the firm. Finally, the evidence indicates that DAPR can be used to mitigate the hold‐up problem resulting from voting rights granted to both junior and senior claimants of the firm by US bankruptcy laws.     

An Agency Analysis of Firm Diversification: The Consequences of Discretionary Cash and Managerial Risk Considerations

Firm diversification is shown to be a function of excess discretionary cash flow and managerial risk considerations. We measure firm diversification using the concentric diversification index. The index is positively related to both the number of business units in the firm and the extent to which the business firm's segments differ. Consequently, the measure provides a proxy for how firm diversification decisions impact the risk of the firm, and the measure is found to be inversely related to both total risk and unsystematic risk. Consistent with the agency arguments of discretionary cash flow, we find the level of excess discretionary funds in the firm to be a significant positive determinant of the level of firm diversification. We also find support for both a wealth transfer hypothesis over low levels of managerial ownership, and a managerial risk aversion hypothesis over high levels of managerial ownership.