LEVERAGED ESOPS AND CORPORATE RESTRUCTURING

The ESOP is treated as simply an employee benefit, but it is really a device to save the human race. —Louis T. Kelso, founder of ESOP¹

The American public is not too well-informed….these plans have been heralded as the basic solution for many of our economic ills. Specifically, one of our chief proponents… has said that widespread adoption of ESOPs will accomplish the following objectives: The restoration and acceleration of economic growth to unprecedented levels; create legitimate full employment for two or three decades; and lay the foundation for arresting inflation. I must confess that these are some claims. Certainly no one since I have been chairing this committee has come before us with program that promises that much. —Sen. Hubert Humphrey, Joint Economic Committee Hearings, 1975

(Kelsonomics is) an amateurish and crankish fad. —Paul Samuelson, San Juan Star, April 27, 1972

The ESOP is first and foremost an employee benefit plan. —Rosen, Klein, Young, 1986

     

EXTERNAL CAPITAL MARKET CONTROL, CORPORATE RESTRUCTURING, AND FIRM PERFORMANCE DURING THE 1980s

The corporate restructuring activity of the 1980s, sparked by potential external capital market intervention, is believed to have been primarily directed at correcting the diversification mistakes of the 1960s and 1970s, which had led to poor corporate performance. Assuming that investor gains from corporate restructurings are unbiased expectations regarding future efficiency gains, many researchers concluded that the market for corporate control is an efficient external control mechanism and that the restructuring programs of the 1980s will, on average, be followed by substantial improvements in corporate performance. To examine whether those improvements were achieved, this paper analyzes the long-term operating and financial performance of the 50 most aggressive US participants in the takeovers and corporate restructuring activity during the 1980s. The results support the hypothesis that the market for corporate control is an efficient external corporate control mechanism of last resort.     

CORPORATE GOVERNANCE AND CORPORATE PERFORMANCE: A COMPARISON OF GERMANY, JAPAN, AND THE U.S.

Contrary to assertions that there are fundamental differences in the efficiency of "market-based" and "relationship-oriented" corporate governance systems, this article presents evidence that the German, Japanese, and American systems appear about equally effective in disciplining poor managerial performance. For example, both the job security and total compensation of German and Japanese managers appear to be tied to stock performance and current cash flows- measures that some would refer to as "short-term"-to roughly the same extent as those of U.S. managers. Furthermore, the punishments and rewards for German and Japanese managers are not more sensitive to sales growth-a measure some would refer to as "long-term"-than those of their U.S. counterparts.
But, if there is no clear difference between the three governance systems in responding to poor stock and earnings performance, there is one important difference: the U.S. system is more effective than the German and Japanese systems in discouraging successful companies from overinvest-ing. One reason for this is the fact that U.S. managers hold much larger equity positions than managers in Japan and Germany. Another important factor, however, is the difficulty faced by Japanese companies in returning capital to their shareholders. Dividends are minimal; and, until 1995, it was illegal for a Japanese company to repurchase its stock.     

商业银行的经营能力与组织结构调整

中国的商业银行现在面临着这样一种局面:一方面是经济活动中大量的金融活动需求得不到充分满足,引来国外银行虎视眈眈;另一方面是银行陷于简单的,主要反映为规模、存款的简单竞争中,缺乏有效的市场拓展能力.中国商业银行的运作方式是一个典型的计划经济的产物,这样的结构难以形成内部活跃的创新力,也没有足够的经营能力提升对金融服务的供给能力.因此,我国的商业银行必须立足于银行的根本经营能力进行功能创新.而脱胎于计划经济的组织结构是建立银行根本经营能力的主要障碍.本文从构建商业银行经营能力的角度讨论了组织结构变革的必要性及其主要内容.