企业风险管控审计方略

以中外合资企业风险管控审计为例,对中外合资企业存在的重大风险点进行探索与研究,着重对外方投资者采用以合资为名,而不考虑合资企业是否亏损,仅以卖设备和原材料、控制工厂的采购与销售,中方变相成为其加工厂,通过在合资企业外部,实现其利润的做法,致使国有资产存在重大合资风险的问题进行了剖析。提示了企业进行风险管控审计的重要性和紧迫性,在此基础上探索了企业风险管控审计的方法、内容、对策。     

Compensation Options in Joint Ventures. A Real Options Approach

This research focuses on a cluster of dynamic reallocation and restatement of ownership clauses contained in joint venture agreements. These clauses, with potentially significant financial implications, govern the transfer of rights between the parties on two key financial issues: the allocation of profits and losses and the ownership interests in the joint venture. The central contribution of this research is to consider these clauses themselves as non-standard real options and to propose a methodology for assessing their values. Determination of such values will be essential throughout the joint venture negotiation process. In addition, we provide valuable information on another key question of managerial importance: estimating the downside risk of a clause so that the affected party can design a hedging strategy. Two actual case studies extracted from recent joint ventures have been used to stress the importance of these concepts and to develop suitable valuation techniques. The theoretical framework is based on real options methodologies. However, the clauses studied involve real options with non-standard features (compensation options and options with uncertain initial date). Therefore, we have developed ad hoc valuation models with user-friendly numerical examples in spreadsheet format.     

JOINT VENTURE BUY‐OUTS UNDER UNCERTAINTY*

This paper provides a theory of joint venture buy‐outs in the presence of demand uncertainty. In an infinite horizon framework with demand uncertainty, we consider a foreign firm's decision on whether to form a joint venture or to open a fully owned subsidiary. Without the possibility of future share adjustment, the foreign firm enters the market through a joint venture if the host‐country firm helps to reduce the uncertainty significantly. Consequently, the firm enters at an earlier point in time compared to the situation in which opening a fully owned subsidiary is the only option to the firm. The possibility of future share adjustment in the joint venture further increases the incentive to speed up foreign investment. Although the possibility of share adjustment results in a joint venture buy‐out and can reduce the future profits of the host‐country firm, it may increase host‐country welfare by attracting foreign investment at an earlier point in time. We show the implications of learning in the joint venture.     

Using relative profit incentives to prevent collusion

This paper describes a new economic method for preventing oligopoly collusion. The method eliminates incentives for collusion by making managerial compensation depend on relative profits rather than absolute profits. This alteration of managerial incentives sets up a zero-sum game among the firms in an industry, yielding the result that firms no longer have incentive to collude, either actually or tacitly, with regard to prices or outputs. The method also ameliorates the imperfectly competitive outcomes which can result from even noncooperative oligopoly interactions.     

Quantifying the competitive effects of production joint ventures

A joint venture among competitors to produce output alters the parents' competitive incentives. Any joint venture involves both joint financial interest and control over the production levels of the venture entity and the parent firms. The competitive incentives of the parents and rival firms depend on the exact financial interest and control arrangements made. This paper analyzes a number of alternative arrangements within the standard non-cooperative oligopoly model and devises a Modified Herfindahl-Hirshman Index (MHHI) to quantify their relative competitive incentives. Independent entry by a single parent and a full merger of the parents may be viewed as particular financial interest and control arrangements. The use of this methodology for policy analysis of proposed ventures is illustrated with the facts of the recent GM-Toyota joint venture.     

The effect of governance modes and relatedness of external business development activities on innovative performance

This study examines how different governance modes for external business development activities and venture relatedness affect a firm's innovative performance. Building on research suggesting that interorganizational relationships enhance the innovative performance of firms, we propose that governance modes and venture relatedness interact in their effect on innovative performance. Analyzing a panel of the largest firms in four information and communication technology sectors, we find that degree of relatedness for corporate venture capital investments, alliances, joint ventures, and acquisitions influences their impact on innovative performance. Copyright © 2008 John Wiley & Sons, Ltd.     

A theory of hub-and-spoke collusion

We develop a model of hub-and-spoke collusion between a manufacturer and two retailers. Demand is stochastic, and collusion between retailers is difficult; the best collusive equilibrium is inefficient (Rotemberg and Saloner (1986)). In the hub-and-spoke collusive agreement, retailers transmit their information about the state of demand to the supplier. The supplier uses this information to adjust the wholesale price. By organizing the collusion, the supplier increases profits of the vertical chain. We show that, surprisingly, this type of collusive agreement can under some conditions improve consumer welfare.     

Knowledge transfer and international joint ventures: the case of NUMMI and General Motors

Using a case study of NUMMI, a joint venture between General Motors (GM) and Toyota, this research note examines alliances and knowledge transfer with a focus on the organizational processes used to transfer knowledge. The results suggest two possible explanations for the knowledge transfer outcome. The primary explanation is that the systematic implementation of knowledge transfer mechanisms can overcome the stickiness and causal ambiguity of new knowledge. A second explanation is that creating successful knowledge transfer should be viewed from a change management perspective in which trial and error learning experiences and experimentation support the transfer outcome. Copyright © 2007 John Wiley & Sons, Ltd.     

Effects of alliances,time, and network cohesion on the initiation of foreign sales by new ventures

In this study, we seek to advance the network perspective on new venture internationalization by examining the role of networks in accelerating new venture sales into foreign markets. We propose that knowledge derived from ventures' technology and marketing alliances increases the likelihood that new ventures begin exploiting opportunities in international markets. We also argue that the extent to which the networks open the venture to new knowledge or constrain it to knowledge already shared among the partners will influence the initiation of foreign sales by a venture. Using a longitudinal dataset of 118 ventures in the U.S. biotechnology industry, we confirm that different types of alliances (and, therefore, different types of knowledge—technology and marketing knowledge) differentially impact the likelihood of new venture internationalization. Moreover, network cohesion among venture alliances increases the likelihood that marketing alliances will promote initial foreign market sales, but decreases the likelihood that technology alliances will do so. Our research is a timely response to a call for the study of interactive effects among network structure, complex tasks, and time, and it provides a possible explanation for certain unexpected findings in studies that did not consider the effects of time. Copyright © 2010 John Wiley & Sons, Ltd.     

The nature of partnering experience and the gains from alliances

We examine the conditions under which the prior partnering experience of firms contributes to value creation in their new alliances. We propose that prior experience with the same partners, that is, ‘partner‐specific experience,’ provides greater benefits than ‘general partnering experience’ that encompasses all prior alliances with any partner. We further explore some of the boundary conditions for the effects of partner‐specific experience. We suggest that the effect of partner‐specific experience on value creation in alliances is moderated by the extent to which the assets of the new partner differ from those of the firm's prior partners. We also propose that the firm's own technological and financial resources increase the benefits of partner‐specific experience. Finally, we predict that the value of partner‐specific experience will increase under high levels of firm‐specific uncertainty. We test these hypotheses with comprehensive longitudinal multi‐industry data on joint ventures formed among Fortune 300 firms between 1987 and 1996. Based on stock market returns to joint venture announcements, the results provide support for the contingent value of partnering experience. The implications for managing alliances and advancing organizational learning are discussed. Copyright © 2009 John Wiley & Sons, Ltd.     

Vertical integration and downstream collusion

We investigate the effect of a vertical merger on downstream firms’ ability to collude in a repeated game framework. We show that a vertical merger has two main effects. On the one hand, it increases the total collusive profits, increasing the stakes of collusion. On the other hand, it creates an asymmetry between the integrated firm and the unintegrated competitors. The integrated firm, accessing the input at marginal cost, faces higher profits in the deviation phase and in the non-cooperative equilibrium, which potentially harms collusion. As we show, the optimal collusive profit-sharing agreement takes care of the increased incentive to deviate of the integrated firm, while optimal punishment erases the difficulty related to the asymmetries in the non-cooperative state. As a result, vertical integration generally favors collusion.     

On Antitrust Enforcement and the Deterrence of Collusive Behaviour

This paper examines an antitrust enforcement policy of using significant price changes in an industry as a sorting mechanism for the allocation of resources devoted to policing collusion. That is, in either responding to complaints or initiating investigations on their own, I examine the issue of whether an antitrust enforcement policy of inferring possible collusion from significant prices changes is effective in deterring collusion given that antitrust officials have no direct knowledge of the costs of individual firms. Using the imperfect information repeated game of Green and Porter (1984), I show that this investigation strategy if coupled with uniform costs being borne by firms, can reduce the expected profits from the collusive agreement: however, unless the punishment is large enough, it will be ineffective in reducing the frequency of collusion. More importantly, it can have the undesirable effect of reducing the output agreed to by firms, if firms choose quantities, or raise collusive prices if firms are choosing price. Moreover, if the enforcement policy is anticipated by firms, the punishment mechanism adopted to support collusion will be altered to offset the policy.     

ENDOGENOUS FORMATION OF COMPETITIVE RESEARCH SHARING JOINT VENTURES*

Research sharing is an important objective of many research joint ventures. When partners share R&D but do not maximize joint profits, large consortia are more profitable than small ones, and joint ventures prefer dispersed rivals. For much of the spillover space, a coalition formation game that permits limited membership predicts that at most, three joint ventures form. Research‐sharing joint ventures improve welfare when spillovers are low, and banning research sharing joint ventures is beneficial for high spillovers. With imperfect research sharing and low spillovers, allowing only research sharing is the best industry‐wide joint venture alternative for consumer surplus.     

Exploration and exploitation alliances in biotechnology: a system of new product development

We link the exploration–exploitation framework of organizational learning to a technology venture's strategic alliances and argue that the causal relationship between the venture's alliances and its new product development depends on the type of the alliance. In particular, we propose a product development path beginning with exploration alliances predicting products in development, which in turn predict exploitation alliances, and that concludes with exploitation alliances leading to products on the market. Moreover, we argue that this integrated product development path is moderated negatively by firm size. As a technology venture grows, it tends to withdraw from this product development path to discover, develop, and commercialize promising projects through vertical integration. We test our model on a sample of 325 biotechnology firms that entered 2565 alliances over a 25‐year period. We find broad support for the hypothesized product development system and the moderating effect of firm size. Copyright © 2004 John Wiley & Sons, Ltd.     

The effectiveness of leniency programs when firms choose the degree of collusion

An antitrust authority grants leniency pre- and post-investigation. It chooses the probability of an investigation. Firms pick the degree of collusion: The more they collude, the higher are profits, but so is the probability of detection. Firms thus trade-off higher profits against higher expected fines. If firms are sufficiently patient, leniency is ineffective; it may even increase collusion. Increasing the probability of an investigation at low levels does not increase deterrence. Increasing the probability of an investigation at high levels reduces collusion, yet never completely. With bare pre-investigation leniency, deterrence is better than without leniency. If firms are sufficiently impatient, granting leniency pre- and post- is better than merely pre-investigation.     

The competitive effects of partial equity interests and joint ventures

Antitrust authorities should consider the trade-off between enhanced efficiency and reduced competition in cases of partial ownership. This paper examines the competitive effects side of that trade-off in the context of a modified Cournot model. We show that, in markets where entry is difficult, partial ownership arrangements could result in less output and higher prices than otherwise, even if the ownership shares are relatively small. These effects arise solely because these arrangements link the fortunes of actual or potential competitors, producing a positive correlation among their profits. In this sense, the effects are purely structural: they arise not because of increased opportunities for collusion or changes in the concentration of control, but because the linking of profits reduces each firm's incentive to compete. Since these links internalize free rider problems associated with policing collusion and investing in entry deterrence, however, they could also enhance cartel stability and profitability.     

Agency hazards and alliance portfolios

Prior research over several decades has catalogued many positive motives underlying firms' decisions to engage in joint ventures and other forms of alliances. In this empirical analysis, we investigate whether agency problems brought about by the separation of ownership and control also stimulate the development of firms' joint venture portfolios. By focusing on joint ventures, as opposed to diversification in general or acquisitions, we address the recent debate on agency theory's domain. Results from a sample of U.S. manufacturing firms' alliance portfolios offer supporting evidence, and comparable findings are obtained for international and domestic joint ventures. Agency hazards are also found to bring about extensions of firms' nonequity alliance portfolios in both the international and domestic settings. Copyright © 2005 John Wiley & Sons, Ltd.     

Measures of Joint Venture Performance from Multiple Perspectives: An Evaluation by Local and Foreign Managers in Vietnam

A study was undertaken to identify the most relevant performance evaluation measures for joint venture managers and to analyze differences in perception about joint venture performance between foreign and Vietnamese joint venture managers. The results revealed five factors belonging to three perspectives of particular relevance to managers: operational efficiency (economic indicator), competitiveness and external customer relations (strategic indicators) as well as equity and working relationship (behavioral indicators). This study also points out that under normal operating conditions, there are no significant differences in perception between foreign and Vietnamese joint venture managers regarding both efficiency and equity. This confirms the need for equity in a joint venture relationship in order to maintain balance between the partners and avoid dissolution.     

Collusion Under Risk Aversion and Fixed Costs

We analyze collusion under demand uncertainty by risk‐averse cartels that care about the utility derived from profits. With sufficient risk aversion and non‐trivial fixed operating costs, it becomes difficult for cartels to collusively restrict output both when demand is low and marginal dollars are highly valued, and when demand is high and potential defection profits are high: output relative to monopoly levels becomes a U‐shaped function of demand. Greater risk aversion or higher fixed operating costs make collusion more difficult to support in recessions, but easier to support in booms.     

Compositional gaps and downward spirals in international joint venture management groups

We argue that compositional gaps in international joint venture (IJV) management groups, along parent company lines, will accentuate distinct managerial coalitions. Such gaps can occur on dimensions of observable demography, less apparent demography, or psychological characteristics. While compositional gaps in IJV management groups can provide the basis for healthy substantive conflict, such gaps—particularly if they are large—also tend to induce relationship conflict and heighten substantive conflict beyond its beneficial range. This can set off a downward spiral of relationship conflict, substantive conflict, and behavioral disintegration in the group. These harmful group processes further interact reciprocally with any tensions that might exist between the IJV parents, engendering a second downward spiral. Our model has implications for the performance of international joint ventures, and it serves as a foundation for designing interventions to avoid the downward spirals we portray. Copyright © 2001 John Wiley & Sons, Ltd.