跨国公司对我国汽车合资企业控制分析

跨国汽车公司以国际直接投资(FDI)方式建立合资企业是我国汽车产业利用外资的主要形式.在实际运行中,股权比例的安排并不等于实际控制权的分配,合资企业对合资双方相关资源依赖性的强弱决定了合资双方的实际控制权.跨国汽车公司借助技术垄断优势,通过双方合资时的约定或日后实际运作中的设计安排,以非股权约束的方式来实现对合资企业的实际控制.     

The Effects of International Joint Ventures on Shareholder Wealth

The purposes of this study are to measure the wealth effects of international joint ventures on the U.S. firms' shareholders and to determine whether these effects are related to the economics status of the partner's home country. The results indicate that overall investor reactions to joint ventures with foreign firms are negative and that only joint ventures with firms from lesser developed countries have nonnegative effects on shareholders' wealth. These findings are in contrast with previous reports of positive stock price reactions to both dimestic and international joint ventures.     

Corporate Combinations and Common Stock Returns: The Case of Joint Ventures

The gain to stockholders from mergers is well documented. However, there is little evidence as to whether the source of the gain is due to synergy or management displacement. Merger is just one of an almost limitless variety of ways in which firms combine resources to accomplish some objective. A joint venture is another. In addition to being of interest as an independent phenomenon, because the original managements of the parent firms remain intact under a joint venture, investigation of wealth gains from joint ventures provides an opportunity to isolate the management displacement hypothesis from the synergy hypothesis as the source of gains in corporate combinations. Our results are 1) there are significant wealth gains from joint ventures, 2) the smaller partner earns a larger excess rate of return while the dollar gains are more equally divided, and 3) the gains, scaled by resources committed, yield “premiums” similar to those in mergers. We are inclined to interpret our results as supportive of the synergy hypothesis as the source of gain from corporate combinations.     

The Wealth Effect of Domestic Joint Ventures: Evidence from Taiwan

This study presents important international evidence by examining the wealth effect of domestic joint ventures by Taiwanese firms. In opposite to United States evidence, we find that announcements of domestic joint ventures by Taiwanese firms are, on average, associated with significantly negative abnormal stock returns. We also find that the stock market response to announced domestic joint ventures is significantly positively related to the announcing firms' investment opportunities, size of investment and debt ratio, and is significantly negatively related to the business relatedness variable. In contrast, free cash flow, firm size, relative firm size and managerial ownership are found to have no significant power in explaining the market response. Our results support the investment opportunities, synergy and complementarity hypotheses as well as a broad interpretation of the free cash flow hypothesis, but reject the absolute size, relative size and alignment-of-interests hypotheses. This study makes valuable contributions to the literature by providing the first direct evidence on the role of investment opportunities, synergy and alignment-of-interests in explaining the wealth effect of domestic joint ventures     

The Role of Knowhow Acquisition in the Formation and Duration of Joint Ventures

We analyze the role of knowhow acquisition in the formationand duration of joint ventures. Two parties become partnersin a joint venture to benefit from each other’s knowhow.Joint operations provide each party with the opportunity toacquire part of its partner’s knowhow. A party’sincreased knowhow provides the impetus for the dissolution ofthe joint venture. We characterize the conditions under whichdissolution takes place, identify the party that buys out itspartner, determine the time to dissolution, establish its comparativestatics, and examine the implications of knowledge acquisitionfor the desirability of joint venture formation. (JEL code:G34)     

Management control in public sector Joint Ventures

Cooperation among public sector organizations (PSOs) is increasingly important in the management of resources in welfare systems. A Joint Venture (JV) is an organization form that enables PSOs to cooperate with each other in order to achieve economies of scale. However, JVs contain interrelated horizontal and vertical control relationships (between the owners and between the owners and the JV Company) that complicate their control. The first aim of this paper is to map the dynamics in vertical and horizontal control packages in municipal JVs and to describe the relational factors that affect them. Based on three case studies we conclude that vertical control packages are affected by: goodwill trust and competence trust; parent differences in management style and size in combination with control competence; parent diversification (low relatedness between the JV's activity and the parents’ other activities); and the horizontal control package (e.g., rules for parent interaction and distribution of work). Horizontal control packages are affected by: goodwill trust, system trust and calculative trust; parent differences in size; and efforts to achieve equality. The second aim of the paper is to contribute to the discussion on the relationship between trust and control. We observed that trust is potentially unaffected by the introduction of formal controls. We also found that trust has an inverted “crowding out” effect on control. A high ambition to maintain trust leads to underdeveloped formal controls. In addition, we found that the ambition to preserve trust may inhibit the realisation of economies of scale.     

Information and Control in Ventures and Alliances

This paper develops a theory of control as a signal of congruence of objectives, and applies it to financial contracting between an investor and a privately informed entrepreneur. We show that formal investor control is (i) increasing in the information asymmetries ex ante, (ii) increasing in the uncertainty surrounding the venture ex post, (iii) decreasing in the entrepreneur's resources, and (iv) increasing in the entrepreneur's incentive conflict. In contrast, real investor control—that is, actual investor interference—is decreasing in information asymmetries. Control rights are further such that control shifts to the investor in bad states of nature.     

寻求合资的新模式

<正> 道格拉斯·马克:合资前要做许多充分的准备工作。从我公司过去10年的经验来看,建立合资企业应注意六个方面:(1)要有新的结构、模式和资本;(2)对于合作伙伴要充分了解,了解对方合资的动机;(3)集中决策,相信第一线管理人员;(4)合资双方有一方应处于决定性地位;(5)建立合资关系要合情合理,95%仅依靠关系来做的企业会失败,加入WTO后这一趋势会更明显;(6)在很多情况下中国的法律未得到执行,政策法规常发生变化,对这种具有中国特色的模糊情况不必苛求。将来中外合资主要会出现三种情况:     

Domestic and International Equity REIT Joint Ventures: Structuring Corporate Options

We examine a sample of 185 Joint Ventures parented by publicly-traded Equity Real Estate Investment Trusts 1994–2001. These transactions are found to be motivated by a wide variety of corporate strategies. Shareholder returns for REIT parents are significantly positive, which is consistent with wealth effects previously reported for joint ventures formed by non-REIT real estate firms. In a subsample of joint ventures formed to structure partial dispositions of property, however, abnormal returns are significantly negative, which is consistent with the free cash flow theory of Jensen. REIT joint venture experience in Asia has been neutral for value, but may improve in the future if early ventures have created options for more efficient partnerships later.     

The Evidence on Product-Market Diversifying Acquisitions and Joint Ventures by U.S. Banks

We examine the acquisition and joint venture strategies of U.S. banks from 1980 to 1998 to diversify into non-banking sectors. We find that the market responds favorably to both types of expansions, with the gains being shared between acquiring banks and their targets and venture banks and their non-bank partners, respectively. Acquisitions expose acquiring banks to significant increases in nonsystematic, market, and total risk, while joint ventures result in significant decreases in the nonsystematic and total risk measures for participating banks. Our results suggest that product-market expansions, in general, provide U.S. banks with value-enhancing opportunities, and that joint ventures may improve both the return and risk characteristics of the partner banks.     

首批三家合资外贸公司试点初探

<正> 历史又让人们追溯到1995年lO月,江泽民主席在亚太经合组织第三次领导人非正式会议上代表中国政府宣布:中国将从1996年起在上海等地进行中外合资外贸企业的试点。消息一传出,日本的三菱商事、伊藤忠、丸红、日商岩井等八大商社,韩国的大宇、现代、三星等跨国企业即闻风而动,加上欧美的公司,共有10多家外国著名企业纷纷表示对参与合资外贸公司持积极立场,视之为“外商在华投资开创了新领域”。于是,经过中外双方的洽谈和磨合,“东菱”、“上海兰生大宇”和“中技鲜京”三家全国第一批合资外贸公司经国务院正式批准于1997年8月在上海浦东大地破土而出了。三年的实践辨证地表明,这     

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.     

Controlling International Joint Ventures: An Investigation of Australian Parent Partners

International joint ventures (IJVs) are an important modern organisational form, with their complexity presenting significant management and control issues. Our research uses a cross-sectional survey of Australian parent partners of IJVs to provide insights into the characteristics of Australian companies and their IJVs, performance outcomes and choices of parent partners management control systems (MCS) design in terms of operational areas they seek to control (focus), the extent to which they exercise control (extent) and the mechanisms of control used (formal and informal). Australian parent partners of IJVs generally are, partnering in countries close to Australia in the Asia-Pacific, in activities similar to those they undertake in Australia, contributing a significant amount of resources, but overall have only limited IJV experience. Australian parent partners focus on a limited set of controls, often with tighter formalised control structures. Finally, overall they are satisfied with the performance of their IJVs, with higher satisfaction for organisational learning and product/customer dimensions than financial performance.     

公路类中外合作经营企业股权价值评估有关问题的探讨

本文所称公路类中外合作经营企业是指境外合作者与中国合作者依照《中外合作经营企业法》在中华人民共和国境内设立的经营收费公路的合作企业,所称公路类中外合作经营企业股权是指合作各方在合作企业中的股东权益。     

商业银行参与组建合资汽车金融服务公司探讨

伴随着中国的入世，中国汽车正逐步迎来六大“转变”，即：在制造上，从高度的国产化向全球化转变；在引进内容上，从以引进技术为主向引进开发技术和服务体系并重转变；在市场范围上，从面向国内市场向面向国际市场转变；在消费形式上，从以公务车消费为主以私家车消费为主转变；在交易方式上，从以现金购车方式为主向以贷款支付方式为主转变；在竞争环境上，由政府保护向直面市场转变。与此相适应，汽车市场汽车加剧，市场形态呈现出买方市场特征，产品的销售成为汽车产业链有效运转的最关键环节。因此，创新汽车服务贸易的工具和手段，尤显重要。建立汽车金融服务公司将大地促进中国的汽车消费，推动中国汽车产业在迅速发展中与国际接轨。     

Evidence on Value Creation in the Financial Services Industries through the Use of Joint Ventures and Strategic Alliances

While an extensive body of literature has examined merger, acquisition, and consolidation activity in commercial banks and other financial services firms, little attention has been paid to examining how these institutions use the cooperative activities of joint ventures and strategic alliances to accomplish their growth objectives. We analyze the effects of the use of joint ventures and strategic alliances by a sample of firms in the banking, investment services, and insurance industries. Our results show that commercial banks, investment services firms, and insurance companies experience significant abnormal returns of 0.66% on average when they announce their participation in a joint venture or strategic alliance. These abnormal returns are significantly positive across the four strategic motives of domestic, international, horizontal, and diversifying cooperative activities. Using a matched sample, we also show that our sample firms enjoy significant, positive, abnormal returns for holding periods of six, 12, and 18 months after the announcement of the cooperative activity.     

Accounting for Joint Ventures and Associates in Canada, UK, and US: Do US Rules Hide Information?

Abstract:   Unlike US GAAP, accounting principles in Canada and the UK require disclosure of disaggregated components of joint ventures and associates. Using comparative analysis of Canadian, UK and US data, this study investigates the potential loss of forecasting and valuation relevant information from aggregating joint venture and associate accounting amounts. Findings show that aggregating joint venture and associate investment numbers, and aggregating joint venture revenues and expenses, each leads to loss of forecasting and valuation relevant information. Thus, current US accounting principles likely mask information that financial statement users could use to predict future earnings and explain share prices.     

Valuation and Return Dynamics of New Ventures

A dynamic model of a multistage investment project that capturesmany features of research and development (R&D) venturesand start-up companies is developed. An important feature theseproblems share is that firms learn about the potential profitabilityof the project throughout its life, but that technical uncertaintyabout the R&D effort is only resolved through additionalinvestment. Consequently the risks associated with the ultimatecash flows have a systematic component even while the purelytechnical risks are idiosyncratic. Our model captures thesedifferent sources of risk and allows us to study their interactionin determining the value and risk premium of the venture.     

广东省"三资"工业企业税收流失估算及对策

通过测算与分析可以看出,广东省“三资”工业企业增值税、企业所得税流失情况十分严重。虽然广东省工业近年持续快速增长,带动了“三资”工业税收的快速增长,但同时税收流失的绝对量在不断增加,税收流失率也在波动中攀升。调整现有税收优惠政策、提高税收征管水平是重要的应对之策。