The trust-control nexus in public private partnership (PPP) contracts

This study examines the trust-control nexus in the context of public private partnership (PPP) contracts. It draws on the literature and the case of two UK school PPP contracts with varying degree of trust among the partners to illustrate the role of control in building competence trust and goodwill trust, and how trust in turn affects control. Prior to entering into the PPP contract, under a condition of high risk and low trust, reliance was placed on formal control to evaluate competence trust for the purpose of selecting a preferred bidder, whilst goodwill trust, which takes time to evolve, played no role in the selection process. During contract implementation, formal control formed the basis for demonstrating competence and nurturing goodwill trust. Trust subsequently determined the extent of reliance on formal control and informal control. In the case of School 1, high level of trust led to a reliance on informal control which enabled partners to focus resources on solving problems, whilst formal control operated in the background. In the case of School 2, low level of trust and perceived lack of transparency led to a demand for additional formal control. This study adds to the trust-control literature by shedding light on how trust relates to control, in the context of long-term PPP contracts which are difficult to specify in advance.     

Launching a world-class joint venture

More than 5,000 joint ventures, and many more contractual alliances, have been launched worldwide in the past five years. Companies are realizing that JVs and alliances can be lucrative vehicles for developing new products, moving into new markets, and increasing revenues. The problem is, the success rate for JVs and alliances is on a par with that for mergers and acquisitions--which is to say not very good. The authors, all McKinsey consultants, argue that JV success remains elusive for most companies because they don't pay enough attention to launch planning and execution. Most companies are highly disciplined about integrating the companies they target through M&A, but they rarely commit sufficient resources to launching similarly sized joint ventures or alliances. As a result, the parent companies experience strategic conflicts, governance gridlock, and missed operational synergies. Often, they walk away from the deal. The launch phase begins with the parent companies' signing of a memorandum of understanding and continues through the first 100 days of the JV or alliance's operation. During this period, it's critical for the parents to convene a team dedicated to exposing inherent tensions early. Specifically, the launch team must tackle four basic challenges. First, build and maintain strategic alignment across the separate corporate entities, each of which has its own goals, market pressures, and shareholders. Second, create a shared governance system for the two parent companies. Third, manage the economic interdependencies between the corporate parents and the JV. And fourth, build a cohesive, high-performing organization (the JV or alliance)--not a simple task, since most managers come from, will want to return to, and may even hold simultaneous positions in the parent companies. Using real-world examples, the authors offer their suggestions for meeting these challenges.     

Agency hazard,managerial incentives,and the wealth effects of joint venture investments

Grounded in agency theory, this study explores whether the separation of ownership (by shareholders) and control (by managers) in firms is an essential determinant of the valuation effect of joint ventures (JVs). This is achieved by examining the efficacy of incentive alignment mechanisms and their contingency effects. Based on a sample of 963 U.S. firms' JV investments, the results show that poor JV performance is linked to lower levels of executive ownership and reduced equity compensation. The possibility of managers acting for their own self-interest in corporate JV investments is further supported by the stronger positive performance effect of incentive alignment mechanisms documented when firms have a higher level of free cash flow or undertake JVs in unrelated business domains. Both performance measures of short-run announcement effects and long-run stock returns yield similar results. Our results underscore the importance of governing executives' self-interested actions in their JV engagements.     

The Control and Performance of Joint Ventures

We analyze the control and performance of assets operating in joint ventures (JVs). Control in JVs is determined by the allocation of voting rights and by the contracts that govern the JVs. This hybrid allocation of control seeks to reduce the potential for ex post opportunism. The results suggest that contractual provisions encourage collaboration and improve JV performance when one of the partners accepts a minority position on the board. The analysis also reveals that with the exception of JVs with contractual option provisions, assets operating in our sample of JVs generate higher returns than assets in fully controlled subsidiaries.     

Governing cooperation hazards of outsourced municipal low contractibility transactions: An exploratory configuration approach

Increasingly, public sector organizations (PSOs) outsource the delivering of important welfare services. This gives rise to important questions of how PSOs can control their suppliers. The purpose of this paper is to show how PSOs manage cooperation hazards of low contractibility transactions, i.e., activities expected to be difficult to govern. The paper applies a taxonomic configuration approach which means we apply a holistic view on the governance of suppliers and search for internally congruent governance packages that also are adapted to the context of the transactions. We find indications of the importance of internal congruence in governance packages in order to effectively deal with cooperation hazards. We also notice that the intensity in and types of controls in inter-organizational relationships are affected by the amount of cooperation hazards. A conflict between a relational and a bureaucracy-based governance package in one of the configurations is argued to be the main driver behind lower expectations about positive behaviour from suppliers.     

Beyond the contract: Managing risk in supply chain relations

As a consequence of the development of intensified relations with suppliers, for many firms the supply chain has become a significant source of risk exposure. In this paper we examine firms’ use of control practices to manage risks associated with intensified collaboration with supply chain partners. Specifically, we examine how buyers manage risks associated with interfirm transactions through their choice of supply partner, in terms of perceived goodwill and competence trust, and their use of multiple interrelated supply chain management (SCM) control practices. These control practices include contractual contingency planning, performance target setting, operational reviews, information sharing, supplier support and joint problem solving. We collect survey data from Japanese manufacturing firms about their relations with part suppliers to test hypotheses about the associations between transaction risks, selection of trusted suppliers and use of SCM practices. Our results support that transaction characteristics that are at the basis of transaction risks significantly affect the selection of trusted partners to collaborate with as well as their use of various control practices to manage relationships. We also find that in particular competence trust facilitates the use of control practices to support effective SCM.     

Determinants of initial goodwill overstatement in affiliated and non-affiliated mergers

This study examines the determinants of goodwill overstatement at the time of mergers in a Korean setting. In the Korean M&A market, there are two types of mergers: mergers between independent companies (non-affiliated mergers) and mergers between companies under common control (affiliated mergers). This study extends the literature by examining the factors likely to cause goodwill overstatement in both types of mergers. The results reveal that in affiliated mergers, goodwill at the time of a merger tends to be overstated when controlling owners have higher equity ownership in the target than in the acquirer. By contrast, information uncertainty in the target value causes initial goodwill overstatement in non-affiliated mergers. We also find that monitoring of independent institutional investors with concentrated holdings against overpaying for the target is more pronounced when controlling owners in affiliated mergers have incentives to overpay for the target. In affiliated mergers, acquirers tend to write off goodwill more frequently when controlling owners have higher equity ownership in the target than in the acquirer. In non-affiliated mergers, information uncertainty in the target value is significantly associated with subsequent goodwill write-offs. These results suggest that the type of merger has important consequences for initial goodwill recognition and subsequent impairment.     

Ownership and performance in Chinese manufacturing industry

The relation between various ownership types and performance measures for 1036 firms in China is examined. State owned enterprises (SOE) are consistently less profitable than mixed enterprises (ME), collective owned enterprises (COE), joint ventures (JV), and foreign owned enterprises (FOE). The SOEs and FOEs are also less productive than MEs, COEs and JVs. The surprisingly low productivity for FOEs may result from the learning curve for international investors doing business in China. Owned by local governments, COEs are more profitable and productive than the central government owned SOEs, possibly because of closer monitoring and harder budget constraints, and better employees and management. The performance of MEs, mostly newly privatized firms, is weaker when related to assets, possibly due to the anomaly that capital investments following their public offerings are not yet on line. The co-existence of economies of scale and over-employment is also evident among Chinese enterprises.     

An analysis of the adoption, perceived benefits, and expected future emphasis of western management accounting practices in Chinese SOEs and JVs

This paper considers the adoption, perceived benefits, and expected future emphasis of western management accounting practices in the Chinese emerging market economy based on a sample of 64 joint ventures (JVs) and 115 State Owned Enterprises (SOE) gathered from a questionnaire survey. The study finds that the level of adoption of management accounting practices is most influenced by ownership type of the enterprise (JV or SOE) and to a lesser extent by the nature of the management accounting techniques to be adopted. A further significant finding is that management accounting practices such as budgeting for controlling costs, profit and sales budgeting, and target costing are perceived to be more beneficial for SOEs compared to JVs. However, responsibility accounting which is traditionally associated with SOEs and accounting for decision making is perceived to be less beneficial to SOEs compared with JVs.     

Trust and Control in Network Relations: A Study of a Public Sector Setting

This study contributes to the literature by addressing the role of trust and control in public sector settings in which several organizations cooperate; its aim is to advance the understanding of trust and control in relations in which several parties are involved. The empirical study presented is a longitudinal case study of the relationships between organizational units within a municipality and a shared service center (SSC) that provides IT and administrative services. The main finding is that, compared to actors in previous studies of dyadic relationships in the private sector, actors in network relations seem to consider trust a risky option. It is less tempting to rely on a certain party when that party in turn is entangled with other parties. This situation causes a more intensive use of formal control. Another result is that increased trust between two parties might lead to more emphasis on formal control by a third party.     

The Decline and Fall of Joint Ventures: How JVs Became Unpopular and Why That Could Change

The peak year for joint venture formation was 1995, which saw almost 5,700 new ventures. Since then, however, JV activity has gone into a sharp decline, with 2004 setting a new 10‐year low of just over 700 new deals, and many executives have completely dismissed joint ventures as a vehicle for growth. But is this the right conclusion? Perhaps for some companies. But for most, the answer may be to use the lessons from past failures to improve their ability to negotiate and manage joint ventures. This article offers five main pieces of advice: ? Don't rely too much on experience from negotiating acquisitions. JVs require a more balanced, less competitive negotiating style that can help set the tone for a good relationship. ? Don't allow the contract to dominate the relationship. If JV agreements are crafted more with the aim of building trust and achieving a shared understanding than designing explicit provisions for all contingencies, the parties will have stronger incentives to seek business solutions instead of legal remedies. ? Weigh carefully the value of commitment versus the value of flexibility. Although the ability to exit a bad deal clearly has option value, there may be greater value from the stability achieved by locking oneself into a relationship. ? Resist the urge for certainty in termination clauses. A “process‐oriented” approach will typically be more fair, resulting in smoother negotiations and a better working relationship, than an “outcome‐oriented” approach. ? Recognize when a JV has outlived its useful life, and do something about it before value is destroyed.     

Your alliances are too stable

A 2004 McKinsey survey of more than 30 companies reveals that at least 70% of them have major alliances that are underperforming and in need of restructuring. Moreover, JVs that broaden or otherwise adjust their scope have a 79% success rate, versus 33% for ventures that remain essentially unchanged. Yet most firms don't routinely evaluate the need to overhaul their alliances or intervene to correct performance problems. That means corporations are missing huge opportunities: By revamping just one large alliance, a company can generate 100 million dololars to 300 million dollars in extra income a year. Here's how to unlock more value from alliances: (1) Launch the process. Don't wait until your venture is in the middle of a crisis; regularly scan your major alliances to determine which need restructuring. Once you've targeted one, designate a restructuring team and find a senior sponsor to push the process along. Then delineate the scope of the team's work. (2) Diagnose performance. Evaluate the venture on the following performance dimensions: ownership and financials, strategy, operations, governance, and organization and talent. Identify the root causes of the venture's problems, not just the symptoms, and estimate how much each problem is costing the company. (3) Generate restructuring options. Based on the diagnosis, decide whether to fix, grow, or exit the alliance. Assuming the answer is fix or grow, determine whether fundamental or incremental changes are needed, using the five performance dimensions above as a framework. Then assemble three or four packages of restructuring options, test them with shareholders, and gain parents' approval. (4) Execute the changes. Embark on a widespread and consistent communication effort, building support among executives in the JV and the parent companies. So the process stays on track, assign accountability to certain groups or individuals.     

The Changing Nature of Contracting and Trust in Public‐Private Partnerships: The Case of Victorian PPP Prisons

This paper examines shifting constructions of contracting and trust that are manifest between pre‐2000 and post‐2000 public‐private partnerships (PPPs) providing prison facilities and/or services in the Australian State of Victoria. As such, this paper is significant because it outlines longitudinal insights into the nature of changing practices sustaining these PPPs. The post‐2000 period examined reflects a change of government and the policy context. Our examination is based on a range of primary and secondary documents. The primary documents comprise three pre‐2000 Prison Services Agreements and two post‐2000 Facilities Services Agreements. A number of government and other reports constitute the secondary documents consulted. While there are many substantive similarities between the contracts, we find five main areas of changed contracting practices over the period examined. These relate to: first, the objectives of the PPP prisons; second, risk management practices; third, the approach to performance measurement and reporting; fourth, the structuring of incentive and payment mechanisms; and fifth, the emphasis on collaboration. Overall, we find that the post‐2000 contracts promote a more overt development of goodwill trust and relational contracting, building on presumptions of contractual and competence forms of trust. However, quite different outcomes have been achieved from particular contractual contexts. Our study suggests that in complex PPP contracts, the influences of both the transacting parties and the transaction environment have been insufficiently recognized in the literature on PPPs.     

CEO Compensation and Fair Value Accounting: Evidence from Purchase Price Allocation

This study investigates the impact of CEO compensation structure on post‐acquisition purchase price allocation, an accounting procedure that involves fair value estimation of various assets and liabilities. We find that CEOs whose compensation packages rely more on earnings‐based bonuses are more likely to overallocate the purchase price to goodwill, the largest asset recorded post‐acquisition. Because goodwill is not amortized, the overallocation likely increases post‐acquisition earnings and bonuses. We also find that, when the acquirer's CEO bonus plan includes performance measures that are not affected, or are less affected, by the overstatement of goodwill, such as cash flows, sales, or earnings growth, the overallocation to goodwill motivated by bonus plans diminishes.     

Does societal trust make managers more trustworthy?

This study examines the effects of shareholders' trust on managers' bad news hoarding. Using a large sample of listed firms from 33 countries, we find that firms domiciled in countries with higher societal trust have higher stock price crash risk, which indicates that managers may exploit shareholders' trust to conceal bad news and that a low-trust society can be beneficial in restraining management misconduct due to the monitoring undertaken by low-trust outsiders. We also find that the positive association between societal trust and crash risk is less pronounced (1) when low-trust foreign shareholders have greater control over a country's firms, in line with the view that low-trust shareholders' concerns about being expropriated by managers and the consequent strong efforts at monitoring; (2) when long-term investors have greater control over a country's firms, suggesting that long-term investors playing a complementary role in monitoring corporate governance; and (3) when a country has strong formal institutions, such as investor protection and financial accounting systems, suggesting that robust formal institutions are substitute for social norms.     

商事信托法律构造研究

商事信托作为商事组织的一种形式,运用传统信托运作方式中所有权形式分割,责任与利益分离,受托人责任与风险承担来实现商事组织的灵活融资经营和受益人的信托收益。商事信托得益于信托的资产分割功能,使商事组织享有独立于信托所有人及其管理人的资产,得以自己名义经营管理、与第三人进行交易,产生独立的法律关系,承担独立法律责任,理应具有商事信托之独立法律主体地位,此乃我国商事信托发展和商事组织法之规范方向。     

Performance information in the Irish public sector: a comparison with the UK

Public sector organizations (PSOs) are expected to account for not only the monies spent but what has been achieved with this money. Therefore, performance reporting has become a key issue for PSOs. In a comparable sample of PSOs in the UK and Ireland with an operational focus, it was found that UK PSOs provide substantially more performance information. Irish PSOs are particularly hesitant about producing performance targets. A key lesson from this paper is that the establishment of performance targets must be driven by the political system.     

The use of expected value in pricing judgments

Lacking specific knowledge, the public perceives technical risks based on their trust in the authorities. This article explored the role of shared value in the process of trust judgment and risk perception of genetically modified (GM) foods. Study 1 showed that social trust was a mediator between shared value and risk perception. Higher value similarity between individual and spokesperson resulted in deeper trust in the institution; moreover, social trust effectively reduced public risk perception of GM foods. Study 2 demonstrated that shared value improved in the care and competence dimensions of trust. The two dimensions of trust were positively related, but only competence had a significant influence on risk perception. Implications for risk communication are discussed.     

Ultimate ownership and control in Russia

I investigate ultimate control and ownership patterns in Russian publicly traded companies. I show that these companies are controlled either by the state or by anonymous private owners. Federal and regional governments’ control is exercised through extensive use of pyramids. Private owners widely exploit legal loopholes that allow them to mask their holdings and identities through nominee and foreign offshore arrangements. The comparison of formal and informal ownership disclosure reveals that the typical anonymous owners are insiders and that in virtually all cases the market participants “know” who the real owners are. Collectively, the evidence suggests that the legal weaknesses in disclosure requirements are important determinants of country-specific ownership and control structures.     

The Effects of the Reporting of Off‐Balance‐Sheet Investments on EPS Uncertainty,Leverage and Shareholders’ Wealth

The degree of control over operations affects the quality of information provided to investors. Uncertainty about operating performance increases following the first equity method (EM) reporting of off‐balance‐sheet investments, but only when the investments are joint ventures (JVs). Partners in JVs report lower levels of debt. These results are not due to informational deficiencies of the EM, but to the riskier nature of JVs. Long‐run stock performance analysis indicates that investors experience normal risk‐adjusted returns when investing in firms with economically significant off‐balance sheet investments.