Private Equity Syndication: Agency Costs, Reputation and Collaboration

Abstract:  Syndicates are a form of inter-firm alliance in which two or more private equity firms invest together in an investee firm and share a joint pay-off, and are an enduring feature of the leveraged buyout (LBO) and private equity industry. This study examines the relationship between syndication and agency costs at the investor-investee level, and the extent to which the reputation and the network position of the lead investor mediate this relationship. We examine this relationship using a sample of 1,122 buyout investments by 80 private equity companies in the UK between 1993 and 2006. Our findings show that where agency costs are highest, and hence ex-post monitoring by the lead investor is more important, syndication is less likely to occur. The negative relationship between agency costs and syndication, however, is alleviated by the reputation and network position of the lead investor firm.     

境内外私募股权基金比较研究

在亚洲等新型市场国家,私募股权基金投资并帮助那些优质的公司进一步拓展发展空间,并提供就业机会,引入先进的财务管理经验,且为其投资者提供高额回报,进而促进经济的发展,这使得亚洲尤其是中国地区的私募股权投资得到大幅度发展。本文的研究正是基于全球私募股权市场热火朝天的发展和我国私募股权交易数额呈级数增长的背景下进行。     

私募股权基金监管模式的国际比较及中国选择

美国PE业监管模式是法律约束下的自律模式,主要特征是注册豁免.英国PE的监管模式以行业自律为主,法律监管为辅.日本PE的监管模式以政府监管为主;政府设立证券局集中行使监管权,仅允许构建信托方式的组织形式.对投资资金的投资范围有严格规范.PE运作的失败不容易产生系统性风险,事后处理成本较低,所以PE业较适合于行业自律监管.我国应建立起政府监管和行业管理相结合的模式.要建立健全PE的法律体系;明确确定PE的监管主体,可将PE纳入证监会统筹管理;明确廓清PE的监管客体;支持设立PE的行业协会.     

Tax Competition, Income Differentials and Local Public Services

This paper examines strategic tax setting between fiscal authorities in the presence of mobile workers who locate across these jurisdictions in response to differing tax structures and congestable local public amenities. We find that the nature of the tax setting outcomes depend crucially on the proximity between cities. For distant cities with the same size populations, the pressure on tax rates of a more mobile workforce depends on the whether mobile workers are net beneficiaries or net contributors. If mobile workers are either high or low income earners, cities lower tax rates. If mobile workers are middle income earners, cities raise tax rates. For close or neighbouring cities, workers locate in one of the cities and tax rates and local public amenities are dispersed.     

Venture Capital and Other Private Equity: a Survey

We review the theory and evidence on venture capital (VC) and other private equity: why professional private equity exists, what private equity managers do with their portfolio companies, what returns they earn, who earns more and why, what determines the design of contracts signed between (i) private equity managers and their portfolio companies and (ii) private equity managers and their investors (limited partners), and how/whether these contractual designs affect outcomes. Findings highlight the importance of private ownership, and information asymmetry and illiquidity associated with it, as a key explanatory factor of what makes private equity different from other asset classes.     

Irrevocable Commitments,Going Private and Private Equity

This paper adds to growing interest in public to private buy‐outs and mechanisms to ensure bid success. Using a unique, hand‐collected dataset of 155 public to private buy‐outs we provide one of the first examinations of the determinants of irrevocable commitments. Irrevocable commitments involve undertakings given by existing shareholders to agree to sell their shares to the bidder before the bid to take the company private is announced. We find that, for management buy‐outs, the level of irrevocable commitments is increased by the bid premium, the reputation of the private equity backer and board shareholdings. The level of irrevocable commitments is reduced by rumours of a takeover bid and bid value. We therefore find evidence that management and private equity firms' activity prior to the bid's announcement can have an important impact on the process of going private.     

Mixed Tax Systems and the Public Provision of Private Goods

In contrast to what used to be conventional wisdom among economists,several recent contributions have shown that in-kind transfersschemes can be welfare-improving in the presence of distortionarytaxes (usually, linear taxes or a general income tax). In thisnote, we extend previous work by considering the most generaltax system compatible with reasonable information constraints,i.e. a mix of linear indirect and non-linear direct taxes. Threemain results are noted. We find that in the presence of a mixedtax system (as opposed to the non-linear income tax alone): i) not only encouraged but also discouraged goods satisfy a conditionfor the desirability of public provision; ii) there is a tendencyfor the optimal level of in-kind transfers to be lower; iii)there is a basic equivalence between uniform and income-contingentin-kind transfers. We also show how previous results can be derivedas special cases of ours and others have to be modified to accountfor the mixed tax system.     

私募股权基金组织形式的比较及中国选择

未来十年(2011~2020年)是中国私募股权基金迅猛发展的黄金时期,但我国PE仍处于发展初级阶段,在此关键点上,我国PE行业的组织形式研究显得非常重要。从国际上来看,主要包括公司制、信托制和有限合伙制。基金设立模式的选择在于通过合理的制度安排,设计有效的激励、约束和监督机制来减少信息不对称,解决委托代理关系中可能存在的道德风险问题。     

The Return to Direct Investment in Private Firms: New Evidence on the Private Equity Premium Puzzle*

This paper uses a novel dataset to analyze the return to direct investments in private firms by pension funds. We have two key findings. First, direct investments in private firms have underperformed public equity by 392 basis points per annum under conservative risk adjustments. Second, initial mispricing, due to over‐optimism or misperceived risk, and subsequent low capital gains seem to explain the gap in returns to private firms. Overall, these findings complement the finding of Moskowitz and Vissing‐Jørgensen (2002) of low returns on entrepreneurial investments and provide new insight into the existence of what they call the private equity premium puzzle: Even professional investors with well‐diversified portfolios like pension funds seem to get a poor risk‐return tradeoff from investing directly in private firms.     

Does Private Country-by-Country Reporting Deter Tax Avoidance and Income Shifting? Evidence from BEPS Action Item 13

To combat tax avoidance by multinational corporations, the Organisation for Economic Co-operation and Development introduced country-by-country reporting (CbCr), requiring firms to provide tax authorities with a geographic breakdown of their profitability and activities. Treating the introduction of CbCr in the European Union as a shock to private disclosure requirements, this study examines the effect on corporate tax outcomes. Exploiting the €750 million revenue threshold for disclosure and employing regression-discontinuity and difference-in-differences designs, I document a 1–2 percentage point increase in consolidated GAAP effective tax rates among affected firms. I also find evidence consistent with a decline in tax-motivated income shifting, starting in 2018. These results suggest that, although private geographic disclosures can deter corporate tax avoidance, so far, the regulations have had a limited effect on tax-motivated income shifting. My findings have policy implications for the global implementation of private CbCr and extend the debate on public versus private disclosure of tax information.     

Tax Competition and International Public Goods

A well known result in the tax competition literature is that tax rates are set too low in the Nash equilibrium to finance an efficient level of public consumption goods. In this model we introduce international spillovers in public goods provision and show that such spillovers reduce, and in the limiting case of perfect spillovers, eliminate tax competition. There is, however, always underprovision of the public good in equilibrium, since larger spillovers increase the problem of free riding. In an extension to the model, we demonstrate that congestion costs may result in overprovision of the public good.     

国际反避税立法发展与困境的思考

随着国际避税现象的日益严重,各国政府认识到单纯依靠各国单方面的国内法措施,难以应对越来越复杂和精巧的各种国际避税安排。在现行国际税收规则难以被根本改变的情况下,只有加强国际合作,才能有效管制国际避税行为。各国在采取双边或多边合作,通过签订有关条约和协定进行反避税的过程中,既面临着困境,同时也为国际反避税立法及其未来发展提供了契机。     

定向增发新股、整体上市与股票价格短期市场表现的实证研究

定向增发新股成为股权分置改革之后中国上市公司股权再融资的主要工具,本文从理论上解释这种现象,并运用中国证券市场定向增发新股、整体上市的数据,对宣告定向增发新股、定向增发新股实现集团公司整体上市的公司股票价格的短期市场表现进行了实证研究。实证研究结果表明,上市公司宣告定向增发新股和宣告定向增发新股实现集团公司整体上市都有正的财富效应,并且上市公司通过向控股股东或控股股东的关联企业定向增发新股实现集团公司整体上市的宣告效应要好于其他类型的定向增发新股的宣告效应。     

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.     

海外私募股权基金在华Pre IPO投资的影响因素分析

金融危机后,海外私募股权基金在华发展迅速,中国已成为其新一轮投资目的地。从海外私募股权基金的角度出发,对比分析有无海外私募股权基金进入的企业状况,实证研究发现海外私募股权基金在投资时会着重考虑宏观环境,偏爱新兴产业、优质企业与成长性高的企业,并且倾向于安排专人参与公司股权治理。     

A Note on the Composition of Public Expenditure under Capital Tax Competition

Keen and Marchand ( Journalof Public Economics, 1997, 66, 33–53) argue that undercapital tax competition, the composition of public expenditureis inefficient in that too much is spent on public inputs benefitinglocal business and too little on public goods benefiting residents.Their result depends on labor immobility. This note shows thatthe Keen-Marchand argument may not hold if both labor and capitalare mobile. An interesting case is identified where capital taxationdoes not distort the mix of public goods and public inputs, eventhough the overall level of public expenditure is inefficientlylow.     

商业银行参与PE业务的现状、问题及策略建议

在后危机时代,我国商业银行应积极参与PE业务,实现支持经济可持续增长与拓宽盈利渠道的双赢。现阶段我国商业银行参与PE业务的基本路径可概括为:迂回直投模式、合作模式与间接模式。从外部环境看,我国PE市场发展的税收和政策安排还不够完善,资本市场为PE提供的退出通道较为狭窄,交易透明度有待进一步提高等;而商业银行内部也存在着风险管理、人才筛选等方面的难题。我国商业银行渐进拓展PE业务应制定严格的风险控制导向的业务监督体系和运营操作流程;积极引进和培养专业人才;选择合适的参与方式、投资阶段、投资产业与投资地域等。     

Public Disclosure and Private Decisions: Equity Market Execution Quality and Order Routing

In 2001, the Securities and Exchange Commission (SEC) requiredmarket centers to publish monthly execution-quality reportsin an effort to spur competition for order flow between markets.Using samples of stocks trading on several markets, we investigatewhether past execution quality affects order-routing decisionsand whether the new disclosure requirements influence this relationship.We find that routing decisions are associated with executionquality; markets reporting low execution costs and fast fillssubsequently receive more orders. Moreover, the reports themselvesappear to provide information that was unavailable previously.Our results are consistent with active competition for orderflow that can be influenced by public disclosure. (JEL G24,G28, K22)     

A Comparison of Reverse Leveraged Buyouts and Original Initial Public Offers: Factors Impacting their Issuance in the IPO Market

The purpose of this paper is to assess the factors that affect the returns earned by investors in early trading of reverse LBOs and compare those results to factors affecting original IPOs which are matched by size, industry, and issue date. A mean excess return of 7.64% is observed for the sample of reverse LBOs during the period 1987 to 1998. This return is uniformly lower than returns earned by investing in original IPOs. These results support the information asymmetry hypothesis. The results also show that factors such as number of months the LBO was privately held, the over‐allotment, or greenshoe option, the size of the issue, insider ownership, and gross spread impact the returns earned by investors in reverse LBOs. Other factors which are known to affect returns on original IPOs, such as lead underwriter, whether the deal was syndicated, the number of managers, the listing exchange, lockup agreements, and auditor, are shown to have no impact on the returns in reverse LBOs for the sample in question. We find that the level of insider participation and the over‐allotment option are more important to original IPOs than to reverse LBOs in explaining the excess returns earned by shareholders in early trading. We find, however, that the size of the offering has more impact on excess returns for reverse LBOs than for original IPOs.