A Study on Financial Strategy for Determining the Target Enterprise of Merger and Acquisition

To enhance the success rate of merger and acquisition, the acquiring party should make due diligence investigation into the target enterprise＇s counting materials and financial situations when filtering the target enterprises. Meanwhile, the acquiring party must thoroughly analyze the target enterprise＇s motive for selling, making sure that all the financial resources of the target enterprise well satisfy its acquisition criteria. Thus, the acquiring party can determine the most appropriate target enterprise. This paper tends to define the financial features of the target enterprise and the primary factors that affect the filtration of target enterprise in order to provide suggestions for the acquiring party to filter the target enterprise that satisfy its acquisition criteria.     

An Empirical Analysis on the Dissimilation of Independent Audit Relationship

Under the situation where the ownership is split up, existing shareholders might occupy potential shareholders＇ interests, and similarly, controlling shareholders might occupy the interests of minority shareholders. This is called interests entrenchment effect, which leads to the dissimilation of independent audit relationship. That is to say, existing shareholders and controlling shareholders have the probabilities to utilize auditing commission to manipulate audit opinions with the purpose of interests entrenchment, which forces auditors who should be independent ＂third party＂ to become audit clients or accessories of ＂interests coupling between audit clients and auditees＂. According to the argument above, this paper proposes the owners＇ interests entrenchment hypotheses. It also proves that existing shareholders occupy potential shareholders＇ interests, and controlling shareholders occupy minority shareholders＇ interests on the basis of the data of A-share companies in Shenzhen and Shanghai Exchanges.     

Prediction Ability of Cash Flows,Net Income （NI）, and Auditors

The accounting information should help investors and creditors evaluate the amounts, timing, and uncertainty of firms＇ future cash receipts and disbursements. The Financial Accounting Standards Board （FASB） contends that accrual-based historical earnings are superior to cash flows in predicting future cash flows. But, Bowen, Burgstahler, and Daley （1986） showed that traditional measures of cash flows （net income （NI） plus depreciation and working capital from operations） appear to be better predictors of future cash flows than accrual accounting earnings. Since then, many researchers have articulated the importance of accounting data, especially cash flows and NI, in the predictive and forecasting processes. In this study, we empirically re-examined the ability of cash flows from operating activities （CFO） and accrual-based NI in predicting firms＇ bankruptcy. In the past, the results of this type of research were mixed. Differently from previous research, we focus on the timing of predictive ability, i.e., which indicator, cash flows or NI, is faster in predicting a firm＇s bankruptcy. We also investigate the timing of auditors＇ issuance of a going-concern opinion. The preliminary results show that the accrual-based NI is more accurate and faster than either CFO or audit opinion in predicting firms＇ failures. On average, NI signals a firm＇s bankruptcy 2.41 years before the bankruptcy filing, while CFO signals 1.48 years before filing. Auditors issued a going-concern opinion, another signal for firms＇ failure, to only 16 out of 41 bankrupt firms one year before bankruptcy, and no auditor issued the going-concern opinion two years before bankruptcy.     

Missing quarterly earnings benchmarks, CEO cash compensation and institutional ownership

Research suggests that transient institutions, i.e., institutions with short-term investment horizon,make management focus on short-term earnings goals. This study examines incentive in terms of CEO cash compensation that explains why management concentrates on short-term earnings results when transient institutions hold high levels of ownership. Using quarterly consensus analysts＇ expectations as a proxy for short-term earnings benchmarks, the author finds that CEO cash compensation and the frequency with which management misses quarterly earnings benchmarks in a year （MISSNUMt） are more strongly negatively associated in firms with high transient institutional ownership than in firms with low transient institutional ownership, suggesting that transient institutions strengthen the inverse relation between CEO cash pay and missing short-term earnings benchmarks and hence increase pressure on management in terms of cash pay for short-term results. Moreover, the author shows that change in CEO cash compensation is positively associated with change in transient institutional ownership, consistent with the idea that selling shares by transient institutions influences the boards of portfolio firms in CEO cash compensation decision. This study contributes to the governance literature and is relevant to business managers by providing additional evidence that transient institutions provide less patient capital and may not benefit long-run firm value creation.     

Tunneling, overlapping owner and investor protection： Evidence from merger and acquisition in Asia

Tunneling is to describe transfer resource out of the firm for benefit of their controlling shareholders. Better legal protection and stronger social norms improve minority shareholders＇ protection from expropriation. They consequently reduce the private benefits of controlling shareholders （La Porta, 1999）. This study aims to investigate tunneling in the context merger and acquisition （M＆A） and to examine whether tunneling occurs only in emerging markets with poor law enforcement or whether it also occurs in developed countries. This study documents that managers are more likely to overpay target in merger and acquisition with high overlapped owner which have stakes in bidder and target firm. That overpayment, a transfer of wealth from owners of bidder＇s firm to overlapping owners, is a type of tunneling. This study concludes that tunneling occurs in nations not only with low investor protection, but also with high investor protection.     

Incentive and Entrenchment Effects of Large Shareholdings： Evidence from Chinese Public Corporation

This paper studies incentive effect and entrenchment effect of the largest shareholder. Author investigates 763 listed companies in SHSE, explores the statistical relationship between the largest shareholding and corporate performance. Author observes that the largest shareholder has the incentive effect and entrenchment effect on corporate valuation. Empirical relationship between the largest shareholding and corporate valuation shows that the firm value decreases with the equity ownership of the largest shareholders, consistent with a negative entrenchment effect, when the largest equity ownership is below 40.28% of the whole share. Then firm value rises when the proportion of the largest shareholder＇s rights was increased to 69.29%, being consistent with a positive incentive effect. But with the increase of the share of the largest shareholding, firm value falls again.     

Does a deviation between the rights and obligations of the board and controlling shareholders affect firm value？

This study examines the association between firm value and ownership structure, when board and controlling stockholders＇ voting rights deviate from obligations. The measurement of the corporate governance variables is different from prior research. The author further investigates whether monitoring mechanisms can alleviate the agency problem due to percentage of outside directors. The empirical results show that the higher board voting rights-obligations is deviated, which means the weaker relation with the firm value. The author also finds the monitoring from outside directors can reduce the agency problems from board＇s deviation and thus can improve firm value. But the results of the controlling stockholders＇ deviation are mixed or insignificant. This research has implications for Taiwan＇s regulators who are striving to improve the information, transparency, and corporate governance of board and controlling shareholders＇ voting rights-obligations deviation.     

Fixed Assets Valuation in the Condition of Bankruptcy Risk： The Role of Estimates

One of the most important issues relating to the economic activity of an enterprise is a reliable valuation of assets. It is also one of the key elements in the condition of bankruptcy risk. The aim of this paper is to present the results of the author＇s empirical research concerning the usefulness of the estimates in the valuation of fixed assets held by the enterprises facing bankruptcy. The empirical research was carried out on a group of 100 companies on which courts declared bankruptcy in 2011 in Poland. The study sample constitutes 14% of the population and is a significant representation of the phenomenon. For comparisons of the carrying amounts and the estimated values, the assets recognized in the balance sheet under ＂property, plant, and equipment （PPE）＂ were selected. During the first stage of the research, the significance of PPE in bankruptcy proceedings was confirmed by comparing the share of their value within the estate with the costs of the proceedings recorded as a percentage of the value of the debtor＇s estate. In the next stage of the research, comparisons between the carrying amounts and the estimated values were made. Simple regression models were constructed. The research results confirm that in the case of a substantial doubt about an entity＇s ability to continue as a going concern, the informative value of financial statements is limited and the estimates of the fixed assets value are of fundamental importance.     

The influence of the blue trade barrier—— SA8000 to China

The blue trade barrier refers to the standards of the enterprise＇s social responsibility, namely SA8000. At present, many overseas importers request the export enterprise to conform to SA8000. On one hand, it can bring the opportunity to us--to be helpful in the exportation enterprise transforming the economical growth way, be helpful to strengthen the cohesive force in the enterprise. On the other hand, it can also bring challenge-increasing the cost of the export, export declines.     

Empirical Study on Relevancy of Mandatory and Voluntary Accounting Changes—Based on Chinese Listed Companies in 1999 and 2001＂

Based on the samples of mandatory accounting changes （MAC） and voluntary accounting changes （VAC） of our country in 1999 and 2001, this research explores the relevancy between MAC and VAC and its specific performance. The results of this research are shown as follows： （1） The timing relationship exists between MAC and VAC, and the frequency of VAC rises significantly in MAC year; （2） The relevancy exists in the earnings effects between MAC and VAC, and the combined effects which MAC and VAC have on earnings are in direct correlation with the earnings effects of MAC in the same year; （3） The supervisory factors of the securities market together with MAC influence the direction of VAC. Different from Pincus and Wasley＇s conclusion, when MAC is used to decrease profits, the part of VAC in our country counterbalances the effots of MAC; the listed companies with a special purpose will be against the direction of MAC and apply to VAC with a particular purpose.     

Value-relevance of accounting numbers for valuation

Recent empirical work suggested that the ability of accounting numbers to explain the relationship between accounting numbers and stock prices has deteriorated over the past four decades. The findings of this study suggest that the accounting earnings and book value are capturing most of the information that is relevant to assess the values of firms. At the same time, it also suggests that earnings and book value as well as non-accounting beta are more valued during the financial crisis as compared to after the financial crisis. Overall, the accounting estimate of the value of the firm is not deviating from the markets＇ estimate, which suggests that accounting numbers play an important role in the valuation of firms in Malaysia.     

Empirical Analysis of the Market Effects of China＇s Listed—— Company＇s Dividend Policy ——Empirical Evidences from Shanghai Stock Exchange from 2004 to 2005

Dividend policy is one of the three core contents of financial management in listed companies. On one hand, it is the extension of financial and investment activities; on the other hand, appropriate dividend policy can not only set up a good company reputation, but also arouse enthusiasm of many investors to continue invest in this company, consequently acquire long and stable development opportunities and conditions. In this paper, the author has put forward some suggestions in order to solve the problems which existing in Chinese listed companies＇ dividend policies based on the result of positive test. Firstly, optimize the structure of equity title and perfect the corporate governance. Secondly, to establish wholesome shareholder protection mechanism, and also it is important measure for investors, especially medium and small investors to protect their rights and interests. According to the present situation of Chinese stock market, the authors consider we can protect the shareholder＇s benefits by carrying out cumulative vote system, establishing hortative derive lawsuit system, perfecting civil compensation system and establishing shareholder voting removing system and so on. Thirdly, the establishment of listed companies＇ dividend policy and the release of message should be standardized for the sake of good relationship of melon-cutting and corporation＇s refinancing plan. Finally, listed companies＇ dividend policy can be optimized by modifying and perfecting stock dividend distribution mode of accounting management, perfecting exit mechanism of listed companies.     

How value relevant are earnings when they are transitory？ Empirical evidence for France

Capital market participants take seriously into consideration the value relevance of earnings for security valuation. This study examines the value relevance of earnings when earnings are transitory, i.e., there is great variability in earnings. It hypothesizes that the relationship between earnings and security returns worsens when earnings are transitory and this robustness is country specific. The dataset consists of more than 1,100 French firm-year observations over a nine year period. Empirical results show that when earnings are transitory, investors pay more attention to operating cash flows and less attention to earnings, a result indicating that investors penalize firms with unstable earnings. These results should be of great importance to financial analysts, investors and bankers for investing and credit decisions, especially after the recent global financial crisis.     

The effect of earnings forecast precision on firm value and insider trading under voluntary disclosure in Taiwan

Taiwan changed its earnings forecast policy from mandatory to voluntary disclosure in 2005. In this study, the inferences of voluntary earnings forecast are examined based on forecasts issued by listed firms. This study suspects that insiders have a temptation to strategically manipulate financial forecast information to influence markets and thus receive extra rents. Under the new earnings forecast disclosure policy, the number of disclosing firm decreases but the precision of earnings forecast increases. The empirical result from dynamic panel data evidences the forecast error of voluntary disclosure may negatively impact firm values. Furthermore, there is a positive relationship between insiders＇ trading profit and manipulation of earnings forecasts. As volatility in insider manipulation increases, it is difficult for the investors to predict the real intention of insiders, and insiders may achieve greater benefits from trading. This study also observes that many listed companies hold investor conferences to provide earnings guidance in Taiwan. The reason may be that investor conference is more flexible and has less forecast error cost than the formal financial forecast. This study provides important insights into earnings forecast policy in emerging markets. The competent authority should improve corporate governance and develop monitoring functions to abate forecast manipulation.     

Corporate governance mechanisms and firm valuation in Malaysian listed firms： A panel data analysis

Corporate governance mechanisms emerge to tackle agency problems in ensuring that shareholders＇ funds are not expropriated or wasted on unprofitable activities. The issue arises as to whether these improvements have been effective in reducing agency costs, and therefore enhancing firm value. The objectives of this paper is to examine the effects of governance mechanisms of dividend, types of ownership structure, and board governance on firm value. This paper utilises a panel data analysis of 403 firms listed on the Bursa Malaysia over a four-year period from years 2002 to 2005. A hierarchical regression analysis is used to test the hypotheses and the data is analysed using the generalized least square （GLS） estimation technique. Overall, the results highlight the importance of moderating role played by board governance variables with types of ownership structure to influence firm value. However, the benefits of better corporate governance through enhanced board governance are not the same across all firms since their incentives vary with respect to dividend and different types of ownership structure mechanisms.     

Positive Research on the Financial Statement Fraud Factors of Listed Companies in China

This paper studied the ＂pressure＂ and ＂opportunity＂ factors that caused financial statement fraud on the basis of the data of 41 A-share listed companies （1999-2004） in China which had been forfeited by China Securities Regulatory Commission （SRC） because of accounting irregularities. The author found that avoiding ＂ST＂ and ＂PT＂ was the primary pressure, and the opportunities mainly came from the higher top 10 shareholders＇ ownership concentration, the lower proportion of independent directors, the fewer number of directorate meetings and shares owned by the directorate members, board chairman and CEO held by one person and the ineffective supervisor boards. We also found that the companies involved financial statement fraud had the lower first majority shareholder＇s share proportion and they changed CPA firm more frequently.     

Positional statement of companies＇ corporate governance rating reports： Evidence from Turkey

The Organisation for Economic Cooperation and Development （OECD） defines corporate governance as, ＂the way in which boards oversee the running of a company by its managers, and how board members are in turn accountable to shareholders and the company.＂ In recent years the issue of corporate governance and committees related to it and their impacts on corporate performance have continued to gain widespread prominence in the capital market economy. Corporate Governance Rating is meant to indicate the relative level to which an organisation accepts and follows the codes and guidelines of corporate governance practices. The purpose of the paper is to examine the rating reports of 27 companies which have obtained the corporate governance rating by rating agencies. The study highlights that the ＂stakeholders＂ sections of the reports are the most powerful part of the reports whereas the ＂board of directors＂ sections are the weakest. Potential areas for improvements are also identified.     

European Insurance Markets＇ Size and Trends in Regulatory Environment in the Context of Its Complexity

In today＇s globalized world, regulatory issues are heatedly debated, and experts can be divided into two groups based on their attitudes towards these issues. In the first group, representatives are in favor of stricter regulation, and representatives of the second group are in favor of removing legislative barriers in the markets of financial services. An important objective of the European Commission in recent years is to integrate the individual segments of the financial services into a whole so as to ensure the proper functioning of the whole to satisfy all the member states. The aim of this paper is to show the complexity of the regulatory environment, to point out the large number of institutions that cooperate in the creation of legislative measures, and also to highlight the different approaches to regulation in individual member countries and these issues do not ease the situation.