股权结构与公司治理—对“一股独大”与股权多元化观点的评析

问题提出 “一股独大”一般指在上市公司股本结构中，某个股东能够绝对控制公司运作。这包括：占据51％以上的绝对控股份额；不占绝对控股地位，只是相对于其他股东股权比例高……     

Negotiated Block Trades and Corporate Control

We identify negotiated trades of large-percentage blocks of stock as corporate control transactions. When a block trades and the firm is not fully acquired, cumulative abnormal returns average 5.6%, and 33% of the chief executives are replaced within a year. Stock-price increases are larger when control passes to the new blockholder, when management does not resist the blockholder's effort to influence corporate policy, and when the block purchaser eventually fully acquires the firm. These findings suggest that the specific skills and expertise of blockholders, and not just the concentration of ownership, are important determinants of firm value.     

控股股东股权质押与公司融资约束

股权质押增强了控股股东对上市公司进行策略性"市值管理"的动机,增大了上市公司与外部资金提供者之间的信息不对称,从而可能加剧公司融资约束。本文以2004-2015年间上市公司为样本,对以上假说进行了实证检验。结果表明,控股股东股权质押提高了公司的融资约束水平。同时,在国有企业、国际"四大"审计以及股票流动性较高时,控股股东股权质押的融资约束效应较弱。本文在丰富了控股股东股权质押经济后果以及融资约束等相关领域文献的同时,还具有较为重要的政策含义,上市公司的利益相关者应该关注到控股股东股权质押所产生的"负外部性"。     

股份制——历久弥新的企业组织形式

股份制诞生于17世纪地理大发现后激烈的贸易争夺战中。为开拓新市场，打开从海上通往东方的贸易通道，西欧商人们热衷于远洋商旅探险。当时的远洋航程耗时长、风险大，商人们便尝试向社会公众筹资以分散风险。1600年名的英国东印度公司衔玉而生，成为首批股份公司的代表。筹资的便利和巨额的投资回报，很快使股份制成为社会的宠儿，其它地方也相继出现了股份制的热潮。[第一段]     

国有股权治理与经营绩效

最近有关民营与国营企业的治理效率的讨论异常激烈,但较多的争论都是采用规范研究或者案例分析的方法,而国内较多的经济学者较早时候采用实证研究方法得出的结论大都为民营企业治理效率高于国有企业,本文采用中国证券市场运作相对成熟的1999-2003五年间的数据进行实证研究,对国有控股与非国有控股进行实证分析,得出的结论为国有控股企业平均业绩高于民营企业。这里当然有国有上市公司中一部分垄断性企业获取了垄断收益的影响,但是国有上市公司近年来不断提高业绩以及民营企业最近借壳上市后导致上市公司形成巨大亏损的事实都与本文的结论暗合。     

Increasing Market Share as a Rationale for Corporate Acquisitions

This study examines the relative importance of market share in acquisitions because anecdotal evidence and economic theory suggest that merging firms benefit from larger market share. Firms might focus on market share to improve shareholder value through improved efficiency, which benefits consumers. Alternatively, higher market share could generate greater market power, which adversely affects consumers. I find that market share of merging firms increases by more than 30%, relative to the pre‐acquisition level, and the increase is even larger after I account for industry changes. Abnormal returns are positively correlated with changes in market share around acquisitions, but not with changes in industry concentration, which suggests stock market's expectation of future benefits from efficiency rather than market power. More directly, I find that merging firms' long‐run profitability increases with market share, and the increase in profitability primarily results from better asset management.     

Large Shareholdings and Corporate Control: An Analysis of Stake Purchases by French Holding Companies

The paper analyses the value creation benefits of the holding form of organisation in France by empirically examining the effects of non-controlling stake purchases on target shareholder wealth, operational performance and bidder shareholder returns for a sample of 122 stake purchases in French listed companies. The evidence puts into question the ability of holding companies to create value for the firms they purchase stakes in or their own shareholders, adding to the current debate on the relative role played by large shareholders and the external market for corporate control as ultimate disciplining devices.     

Value‐Added Per Share (VAPS): A Value‐Relevant Corporate Performance Metric

The authors introduce Value Added Per Share (VAPS) as a value‐relevant metric that is intended to complement earnings per share (EPS) in helping corporate managers and analysts understand and overcome the limitations of GAAP‐based reporting. VAPS discounts a firm's past and projected cash flows at its “cost of capital,” allowing companies to avoid the subjective accounting accrual process and other practices that often make EPS misleading. A company's VAPS is calculated in three main steps: (1) estimate the change in the capitalized value of after‐tax operating cash flow by taking the net change (plus or minus) of the firm's operating cash flow after taxes and dividing that number by the firm's cost of capital; (2) subtract total investment expenditures; and (3) divide by the number of shares outstanding. By capitalizing the change in after‐tax operating cash flow, one finds the net change in a firm's current operations value. By subtracting investment expenditures from that change in current operations value, the analyst gets a clearer picture of the benefit to shareholders net of the funds used to create that benefit. Consistent with basic theory, VAPS is positive when a company earns a return at least equal to its cost of capital and negative otherwise. Because of their fundamental differences, EPS and VAPS are likely to send different signals, and VAPS is expected to provide greater insight into stock price changes. The authors provide the findings of statistical tests showing the superior explanatory power of VAPS and recommend that companies publish statements of VAPS along with standard GAAP results, especially since the former can be readily calculated using the available income statement, balance sheet, and cash flow statement data.     

股权结构、资本结构与公司价值的实证研究

文献回顾 自1932年以来,Berle和Means及许多研究者对经营者和股东的利益冲突进行了广泛研究,努力寻求理解公司的本质.股权结构与公司绩效的关系命题的提出与Berle和Means的假说有关.该假说认为,两权分离式的现代公司由于股权高度分散,公司受控于经营者而非众多小股东,公司资产是为经营者的利益使用而不是使股东财富最大化.由于经营者的个人价值取向与股东间的利益冲突,从而不能保证公司业绩达到最优.     

Corporate Lobbying and Firm Performance

Corporate lobbying activities are designed to influence legislators, regulators and courts, presumably to encourage favorable policies and/or outcomes. In dollar terms, corporate lobbying expenditures are typically one or even two orders of magnitude larger than spending by Political Action Committees (PAC), and, unlike PAC donations, lobbying amounts are direct corporate expenditures. We use data made available by the Lobbying Disclosure Act of 1995 to examine this more pervasive form of corporate political activity. We find that, on average, lobbying is positively related to accounting and market measures of financial performance. These results are robust across a number of empirical specifications. We also report market performance evidence using a portfolio approach. We find that portfolios of firms with the highest lobbying intensities significantly outperform their benchmarks in the three years following portfolio formation.     

Financial Distress and Corporate Performance

This study finds that highly leveraged firms lose substantial market share to their more conservatively financed competitors in industry downturns. Specifically, firms in the top leverage decile in industries that experience output contractions see their sales decline by 26 percent more than do firms in the bottom leverage decile. A similar decline takes place in the market value of equity. These findings are consistent with the view that the indirect costs of financial distress are significant and positive. Consistent with the theory that firms with specialized products are especially vulnerable to financial distress, we find that highly leveraged firms that engage in research and development suffer the most in economically distressed periods. We also find that the adverse consequences of leverage are more pronounced in concentrated industries.     

Dividend Policy and Corporate Performance

Substantial research has been conducted to determine the signal that results from dividend initiations and omissions. Our study extends from previous research by measuring the long-term valuation effects following dividend initiations and omissions. We find that firms initiating dividends experience favorable long-term share price performance. Conversely, firms omitting dividends experience unfavorable long-term share price performance. The long-term valuation effects resulting from dividend initiations are more favorable for firms that are smaller, that overinvest, and that had relatively poor performance prior to the initiations. The long-term effects resulting from dividend omissions are more unfavorable for large firms and for firms experiencing relatively large dividend omissions.     

Corporate Performance,Corporate Takeovers,and Management Turnover

This paper examines the hypothesis that an important role of corporate takeovers is to discipline the top managers of poorly performing target firms. We document that the turnover rate for the top manager of target firms in tender offer-takeovers significantly increases following completion of the takeover and that prior to the takeover these firms were significantly under-performing other firms in their industry as well as other target firms which had no post-takeover change in the top executive. We interpret the results to indicate that the takeover market plays an important role in controlling the nonvalue maximizing behavior of top corporate managers.     

股权结构与公司绩效的差异分析——基于产业要素密集度的视角

本文研究了不同要素密集产业上市公司股权结构和绩效的差异，以及股权结构对公司绩效的影响。方差分析表明，不同产业的绩效和股权结构存在显著差异：资本密集产业的总资产收益率高于劳动和技术密集产业，而技术密集产业的托宾Q高于其他两个产业；“股权集中，国有股一股独大”的现象在资本密集产业尤为突出。回归分析表明，股权结构和公司绩效密切相关，国家终极控制在不同产业对公司绩效影响不同：在劳动密集产业，国家终极控制不利于公司业绩；在资本密集产业，国家终极控制不利于公司财务业绩，对托宾Q却有正向影响；在技术密集产业，国家终极控制对公司绩效的影响恰和资本密集产业相反，对公司财务绩效存在正向影响，对托宾Q有不利影响。     

Defensive Changes in Corporate Payout Policy: Share Repurchases and Special Dividends

This paper examines defensive payouts announced in response to hostile corporate control activity. The evidence indicates that the announcement of defensive share repurchases is associated with an average negative impact on the share price of the target firm. In contrast, special dividend payments generally increase the wealth of target firm shareholders. Regardless of payout type, those firms remaining independent after the outcome of the corporate control contest experience an abnormal share price increase over the duration of the contest. Among these firms there are substantial post-contest changes in capital, asset, and ownership structure and abnormally high rates of top management turnover.     

国有产权、公司特征与困境公司绩效

尽管众多研究表明国有产权在公司正常经营期间会降低绩效,但一旦陷入财务困境,源于国有产权的预算软约束却可以降低财务困境成本,从而有利于国有公司。本文以1999—2005年期间发生财务困境的上市公司为研究对象,发现在财务困境期间国有产权对公司绩效具有积极影响,并且当公司规模较小或者财务杠杆较高时,这种积极作用更为明显。     

投资替代、非金融企业影子银行化与企业经营绩效

当前,我国经济结构调整且实体经济下行严重,尤其是受到新冠疫情的影响,许多企业将更多的资本投入到影子银行业务中,谋求高额收益.本文的研究以2010-2019年沪深两市A股上市企业为样本,探讨非金融企业影子银行化与固定资产收益率的关系,以及对企业经营绩效产生的影响.结果 表明,固定资产收益率越低,企业影子银行化规模越大,经...     

Share Option Rewards and Managerial Performance: an Abnormal Performance Index Model

Managerial share option schemes are widely used as a means of motivating and rewarding corporate performance. Such schemes normally adopt a static exercise price; when additional exercise criteria are employed they are often based on earnings per share. A static exercise price does not adjust for economic changes outside the control of management, and earnings per share hurdles have similar limitations. This paper presents a ‘phantom’ managerial option based on relative performance, together with a pricing model for the valuation of the option. The option is developed and demonstrated using an abnormal performance index. It offers a structure which could be used for different forms of performance measurement, and resolves some important criticisms of the reward and incentive effects of traditional schemes.