国美之争的特色标本意义——从黄光裕陈晓之争看中国上市公司治理

持续许久的国美电器内战颇受各方关注。黄光裕与陈晓的国美之争,其实是老板与职业经理人对企业控制权的斗争,争斗的结果反映了理性的胜利,这一结果对研究中国上市公司的公司治理有标本意义。     

创建“中国特色”的风险投资模式

沈南鹏：徐子望先生在香港做投行，带领很多企业海外上市。从一个银行家变成一个投资者，您最大的感受是什么？[第一段]     

OTCBB：来自美国公司的解读

本刊曾经发表若干关于美国OTCBB的章，或是警告OTCBB中有陷阱，或是披露中国企业在OTCBB的遭遇，也有其他媒体干脆说OTCBB根本融不了资。是中国作误读了美国资本市场，给了读“盲人摸象”的结论，还是所言就是一个真实的美国资本市场。在前不久2007中国多层次资本市场发展论坛上美国纽约国际集团总裁本杰明·卫针对OTCBB做了一番演讲，也算是来自美国本土的一种解读[编按]     

对我国实施预约定价税制的思考

预约定价协议(APA)指税务部门和纳税人之间达成的一种具有约束力的协定。其实质就是将反避税的税务调整由事后审计调整变为事前预先约定。     

资本市场开放与尾部系统风险——来自A股“入摩”的准自然实验证据

我国A股纳入MSCI新兴市场指数是我国进一步开放资本市场的重要标志。首先运用SJC Copula方法提取个股与市场的极值相依结构,然后基于A股“入摩”这一准自然实验,运用多时点DID方法研究资本市场开放对股票市场尾部系统风险的非对称影响。研究发现,A股“入摩”提高了标的个股左尾系统风险,而对标的个股右尾系统风险的影响不具有显著性。进一步分析发现,A股“入摩”初期会增加我国股市的暴涨暴跌风险,但后续A股“入摩”增加尾部风险的负面效应不再具有显著性;而且股票定价效率和公司治理水平在A股“入摩”提高标的个股左尾系统风险的关系中均存在显著的负向调节效应。研究既丰富了我国资本市场开放的理论研究,也为我国积极推进A股纳入MSCI指数提供了理论支持。     

最大的市场有多大

很长一段时间以来，世界上的许多国家都在羡慕中国，羡慕中国的企业有一个拥有15亿人口的“最大”的内需市场，于是，国外的各种电器来了、手机来了、化妆品来了、汽车也来了，并且还叫嚣着：“中国是世界上最后一块汽车市场‘新大陆’了”。对于“新大陆”说，最近有一些人又有了新观点：中国目前的消费水平还远远没有达到汽车时代应有的水平。     

提升企业风险控制和防范水平——试析新经济条件下企业内部会计控制的科学化建设

在经济全球化的大背景下，企业经营风险凸显。处于云谲波诡、险象环生的商业化竞争环境中，企业在进行经营决策、生产管理等运作时如何减少风险，提高经济运行质量和效益，保证资产安全、完整？我们认为，新经济条件下企业面临的风险实际上是财务风险，解决、规避风险的途径也在财务，企业要适应经济全球化的“游戏规则”、挑战风险，必须加强和完善企业内部控制尤其是内部会计控制的规范化建设。只有这样做，才能从根本上提升企业财务风险控制和防范的水平，保证企业效益最大化和可持续发展。     

人口老龄化加剧经济“脱实向虚”了吗？——来自中国上市企业的微观证据

基于人口老龄化快速发展和经济“脱实向虚”两大重要现实问题,本文利用中国上市非金融企业样本,研究了人口老龄化对经济“脱实向虚”（企业金融化）的影响。研究显示：老龄化显著提高了非金融企业金融资产配置比重,并且该效应在非国有、盈利能力较弱和全要素生产率水平较低的企业中更大。进一步发现,实体经营资产与金融资产的收益率差异、低劳动力成本优势的丧失,是老龄化诱使企业将资金更多地配置于金融资产的重要驱动因素。     

风险投资和孵化器管理相结合的尝试——“张江模式”

高科技企业的一般成长过程是：技术—创业—投资—产品—上市。而在我国由于政策和管理不配套、科技风险投资环境不完善以及人才的短缺等问题的存在，导致我们没有核心技术，高新技术企业无法健康发展，高科技产业跟一般传统产业的区别，主要是创新，高科技产品的技术是市场上没有的，而风险投资就是在市场上把这个产品做大，开拓一个新的产业或者市场。由于这个原因。高科技企业跟科研机构、大学的联系非常紧密。在美国以及其他国家，很多企业都是高校衍生、孵化的公司。高校鼓融教师们跨学科合作，并建立有力的校产办帮助他们申请专利、寻找资金与管理人员，给他们自由并激励他们去开办公司，促进科，工、商的结合，而学校一般只占公司股份的5％到10％，不参与公司管理。在上海，由一批“海归派”建立的“张江模式”将风险投资与孵化器管理结合为一体，把敢府的种子基金与境外风险投资通过项目捆绑在一起并委托留学生团队来管理。经过良好的运作形成了专业化、规范化、国际化以及本土化的优势；作者希望这个模武能够给大家开辟另外一条路，就是要重视知识产权，通过知识产权开创一批孵化的公司，扶持我们自己的技术发展和公司发展，最后形成一个产业。     

摩根士丹利的新老领路人

金融危机爆发,美国政府大举增援,投放巨额资金,摩根士丹利终于渡过难关,躲过一劫。如今摩根士丹利有了新的领路人     

Morgan Stanley Perspectives on Sustainable Investing: Acceleration and Integration

The CEO of Morgan Stanley's Institute for Sustainable Investing discusses recent developments in the field since the founding of the Institute three years ago. The position of the Institute, which works across Morgan Stanley businesses as well as with external partners, provides a unique vantage point for assessing both the company's and the financial industry's progress in advancing the goals of sustainability. Since its inception, the Institute has focused on measuring investor interest and highlighting the performance realities of sustainable investing strategies, with the ultimate goal of helping to increase the adoption of such strategies by not only Morgan Stanley's clients, but throughout the industry. Drawing on its own survey data and on the research and views of the Institute's internal and external collaborators, the author describes not only the acceleration of investor interest and the emergence of new players, but also the progressive integration of sustainability with more traditional methods as ESG issues move from being peripheral to “material” and “strategic” considerations. Such integration is helping to ensure that sustainability concerns—and corporate efforts to deal with them—will prove more than just a temporary trend and assume a prominent, and permanent, position in the dialogue between companies and investors.     

试析摩根士丹利的新政

美国的金融机构像我们的行政机构,也是急于出成绩,迫不及待,恨不能立竿见影。     

Morgan Stanley Roundtable on The State of Global Private Equity

In this discussion led by Alan Jones, Morgan Stanley's head of Global Private Equity, the University of Chicago's Steve Kaplan begins by surveying 25 years of academic research on private equity. Starting with Kaplan's own Ph.D. dissertation on leveraged buyouts during the 1980s, finance academics have provided a large and growing body of studies documenting the ability of private equity firms to make “sustainable” (that is, maintained over a three‐ or four‐year period) improvements in the operating performance of their portfolio companies, whether operating abroad or in the U.S. Even more impressive, the findings of Kaplan's new study (with Tim Jenkinson of Oxford and Bob Harris of the University of Virginia) suggest that these improvements have been large enough to enable PE funds raised between 1990 and 2008 to deliver returns to their limited partners that have averaged 300 to 400 basis points higher per year than the returns to the S&P 500. And given the “persistence” of PE fund returns—the tendency of the funds of the same PE firms to show up in the top quartile of performers year after year—that Kaplan has documented in earlier work, the performance of private equity seems notably different from that of mutual funds and hedge funds, where there has been little if any consistency in the returns provided by the top performers. Following Kaplan's overview of the research, four representatives of today's leading private equity firms explore questions like the following:

• ? How do the best PE firms, after paying premiums to acquire their portfolio companies and collecting large management fees, provide such consistently high returns to their limited partners?
• ? How did PE portfolio companies perform during the last recession, when many popular business publications were predicting the death of private equity—and what, if anything, does that tell us about how private equity adds value?
• ? What can PE firms do to avoid, or at least limit the damage from, the overpricing and overleveraging that tend to occur near the end of the boom‐and‐bust cycle that appears to be a permanent feature of private equity?

As Jones notes in his opening comments, the practitioners' answers to such questions “should help investors distinguish between the alpha that the firms represented at this table have generated through active management from the ‘closet beta’ that critics say results when private equity firms simply create what amounts to a levered bet on the public equity markets.”     

Morgan Stanley Roundtable on Capital Structure and Payout Policy

A group of finance academics and practitioners discusses a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerged was that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial fl exibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value by reducing taxes and controlling the corporate “free cash flow problem.” Both leveraged financing and cash distributions through dividends and stock buybacks represent a commitment by management to shareholders that the firm's excess cash will not be wasted on projects that produce growth at the expense of profitability. As for the choice between dividends and stock repurchases, dividends appear to provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve a higher degree of managerial fl exibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial fl exibility; too little can mean lost investment opportunities but too much can lead to overinvestment.     

Morgan Stanley Roundtable on Enterprise Risk Management and Corporate Strategy

In a roundtable hosted by Morgan Stanley, a group of corporate risk officers, consultants, and bankers discuss the state of corporate risk management. The discussion focused on a number of questions: What is the primary goal of risk management, and how does it add value for shareholders? What risks do companies “get paid” to bear (for example, should oil companies hedge oil price risk or banks hedge interest rates)? And, given the accounting obstacles that FAS 133 has put in the way of would be hedgers, should companies continue to hedge exposures—and, to the extent their hedges produce “artificial” earnings volatility, how should they communicate the aims and accomplishments of their risk management program to rating agencies and investors?     

浅析高盛和摩根士丹利的转型

一、高盛和摩根士丹利的转型 在金融危机加剧的过程中,美联储宣布批准高盛和摩根士丹利提出的转为银行控股公司的请求.这是继今年美国第五大投资银行贝尔斯髓被摩根大通收购、第三大投资银行美林被美国银行收购和第四大投资银行雷曼兄弟申请破产保护之后,美国金融危机中的又一个剧烈变化.     

Morgan Stanley Roundtable on Private Equity and Its Import for Public Companies

The role of private equity in global capital markets appears to be expanding at an extraordinary rate. Morgan Stanley estimates that there are now some 2,700 private equity funds that either have raised, or are in the process of raising, a total of $500 billion. With this abundance of available equity capital, the willingness of private equity firms to participate in “club” deals, and the leverage that can be put on top of the equity, private equity buyers now appear able and willing to pay higher prices for assets than ever before. And thanks in part to this new purchasing power, private equity transactions reportedly account for a quarter of all global M&A activity as well as a third of the high yield and IPO markets. The stock of capital now devoted to private equity reflects the demonstrated ability of at least the most reputable buyout firms to produce consistently high rates of returns for their limited partners. Although a talent for identifying and purchasing undervalued assets may be part of the story, the ability to produce such returns on a consistent basis implies an ability to add value, to improve the performance of the operating companies they invest in and control. And in this round‐table, a small group of academics and practitioners address two main questions: How does private equity add value? And are there lessons for public companies in the success of private companies? According to the panelists, the answer to the first question appears to have changed somewhat over time. The consensus was that most of the value added by the LBO firms of the‘80s was created during the initial structuring of the deals, a process described by Steve Kaplan as “financial and governance engineering,” which includes not only aggressive use of leverage and powerful equity incentives for operating managements, but active oversight by a small, intensely interested board of directors. In the past ten years, however, these standard LBO features have been complemented by increased attention to “operational engineering,” to the point where today's buyout firms feel obligated, like classic venture capitalists, to acquire and tout their own operating expertise. In response to the second of the two questions, Michael Jensen argues that much of the approach and benefits of private equity‐particularly the adjustments of financial policies and stronger managerial incentives‐can be replicated by public companies. And although some of these benefits have already been realized, much more remains to be done. Perhaps the biggest challenge, however, is finding a way to transfer to public companies the board‐level expertise, incentives, and degree of engagement that characterize companies run by private equity investors.     

Morgan Stanley Panel Discussion on Seeking Growth in Emerging Markets: Spotlight on China

The treasurer of McDonald's discusses investment opportunities in China with Morgan Stanley's chief economist and its head of investment banking in China. The consensus is that the economic outlook for the country is strong, subject to some concerns about the currency, and that ongoing reforms are expected to bring about greater stability and productivity. Progress in raising Chinese banks to international capital adequacy standards, and imposing transparency and accounting requirements, has been particularly impressive.
McDonald's first went to mainland China in the early 1990s. Thanks to its success in attracting suppliers and local financing and partners, it now has 600 restaurants and an ambitious expansion plan. For other U.S. and overseas companies, China's position as a global manufacturing center, its R&D capabilities, and its potential consumer market will lead to acquisitions of local companies, joint ventures, and other forms of direct investment. China's accession into the World Trade Organization has also opened a number of sectors that were previously restricted to foreign investors, including financial services.     

资本市场国际影响力提升效应研究——来自A股纳入明晟(MSCI)新兴市场指数的证据

2018年5月15日,首批纳入明晟(MSCI)新兴市场指数的A股股票名单正式公布。我们发现,被纳入MSCI的股票(标的股票)在公告日前后有显著为正的累计超额收益。相较于主要特征相似的匹配股票,标的股票纳入MSCI后的分析师评级有显著提升。进一步研究表明,在公告日前后融资(融券)交易量显著上升(下降),而换手率没有明显变化,并且净融资交易与公告效应显著正相关。本文的发现表明,A股纳入MSCI这一事件具有明显的信息含量,传递了有关企业前景的正面信息,并促使本地市场聪明投资者进行更活跃的交易,这对促进价格发现、促成价值投资具有一定的推动作用。