创始股东控制权威与经理人职业操守——基于社会资本的“国美电器控制权争夺”研究

在家族型上市公司中,创始股东往往会利用控制权威剥夺中小股东的利益,从而造成公司价值的损减。这时,经理人是否会为了保持"公司价值最大化"的职业操守与创始股东争夺上市公司的控制权?本文基于社会资本分析视角,将创始股东控制权威视为对经理人的社会资本控制,将经理人保持职业操守赢得的收益归为从内外部社会关系网络中取得的社会资本支持。然后,根据上述两个概念构建了经理人决策模型,详细解读了国美电器治理实践中的"控制权冲突"事件。经研究得知:理性的经理人会综合权衡创始股东控制权威和保持职业操守对其社会资本的影响,并以此选择是否争夺创始股东的控制权。     

Shareholder Activism in REITs

Conventional wisdom suggests that shareholder activism in REITs is less prevalent than in other (non‐REIT) public firms because of stronger barriers to hostile takeovers and potentially less undervaluation. Our results, however, suggest that the conventional wisdom does not hold. Specifically, we find that in 2006–2015, Equity REITs (EREITs) are as likely to be targeted by shareholder activists as non‐EREITs. We also find that shareholder campaign characteristics and determinants, as well as their value consequences, appear similar for EREITs and non‐EREITs. Given that this is the first study to examine shareholder activism in REITs, we raise several questions for future research.     

Activist‐impelled divestitures and shareholder value

Research Summary : This study analyzes how the divestitures that are impelled by activist investors in their campaigns against public corporations affect shareholder value. Using hand‐collected data on the activist campaigns that were launched against and the divestitures that were undertaken by Fortune 500 companies between 2007 and 2015, we find that activist‐impelled divestitures are more positively associated with immediate and longer‐term measures of shareholder value than comparable manager‐led divestitures. These performance differences persist for nearly two years after the completion of these deals. Our results empirically test the idea that firms with agency problems unlock shareholder value when they divest, and support the notion that activist investors fulfill an important external governance function. Our work also opens new research opportunities and offers practical implications as well. Managerial Summary : This study investigates how divestitures that are undertaken at the behest of activist investors affect shareholder value. We find that divestitures that were undertaken under pressure from activist investors are associated with more positive shareholder returns than comparable divestitures that were undertaken voluntarily by managers. These performance differences persist for nearly two years after the completion of these deals, alleviating concerns about the purported short‐termism of activist investors. Our findings suggest that activist investors may fulfill an important governance function by inducing managers to undertake strategies that they might not otherwise pursue, thereby unlocking shareholder value.     

Linking customer lifetime value with shareholder value

The measurement of customer lifetime value has become a key issue for developing and maintaining long-term profitable customer relationships. It plays a significant role in customer acquisition and retention decisions. Given the growing importance of creating value for shareholders, market strategies have to be evaluated by their capacity to achieve this goal. Accordingly, both the acquisition and maintenance of customers must result in superior cash flows and augmented shareholder value. However, little attention has been paid to the link between customer lifetime value and shareholder value. The authors of this paper provide a conceptual framework for linking customer lifetime value to shareholder value. It is argued that customers have to be treated as assets that increase shareholder value by accelerating and enhancing cash flows, reducing cash flow volatility and vulnerability and increasing the residual value of the firm.     

Ownership structure and economic performance in the largest european companies

The paper examines the impact of ownership structure on company economic performance in 435 of the largest European companies. Controlling for industry, capital structure and nation effects we find a positive effect of ownership concentration on shareholder value (market‐to‐book value of equity) and profitability (asset returns), but the effect levels off for high ownership shares. Furthermore we propose and support the hypothesis that the identity of large owners—family, bank, institutional investor, government, and other companies—has important implications for corporate strategy and performance. For example, compared to other owner identities, financial investor ownership is found to be associated with higher shareholder value and profitability, but lower sales growth. The effect of ownership concentration is also found to depend on owner identity. Copyright © 2000 John Wiley & Sons, Ltd.     

Corporate governance antecedents to shareholder activism: A zero‐inflated process

Research summary: Shareholder activism has become more widespread, yet the role of corporate governance as antecedent to shareholder activism remains equivocal. We propose a new conceptual model that characterizes the stochastic of observable shareholder activism as a compound product of two latent components representing (1) shareholder activists' propensity to target a company and (2) executives' propensity to settle activists' demands privately. Our model explicitly decouples corporate governance expectations for the two latent components embedded in activism process, and thus allows us to relax assumptions of homogenous shareholder interests and constrained managerial discretion where corporate managers are expected to negotiate privately and settle only value‐creating activist demands. Bayesian analysis of zero‐inflated Poisson regression reveals that corporate governance relationships with activism vary across shareholder demands and private settlements. Managerial summary: Increasing shareholder activism has generated debates as to whether activism promotes managerial accountability and responsibility or instead encourages managerial short‐termism. Our research model allows for heterogeneous interests among a company's shareholders. We theorize and empirically investigate a broader role of corporate governance: governance mechanisms need to ensure that executives are not (1) ignoring activists' value‐increasing demands or (2) accommodating activists' value‐decreasing demands in a private, opaque manner that disenfranchises other shareholders. Our results indicate that corporate governance implications differ for visible shareholder demands in contrast with private activism. A plausible application of our model is that it provides estimates of the probability of the numbers of shareholder demands to be received by a firm and the probability of privately settling a demand. Copyright © 2015 John Wiley & Sons, Ltd.     

Driving shareholder value with customer asset management: Moving beyond customer lifetime value

Customer relationships can be conceptualized as market-based assets. Links have been shown between management of these assets and the creation of shareholder value. However, the business-to-business applications of customer asset management seem to lag behind the applications suggested in a business-to-consumer context. This occurrence is possibly related to an over-emphasis on customer lifetime value-based approaches that do not cover the complexities of business-to-business relationships. The authors posit that customer asset management applications should pay attention to all four drivers of shareholder value: revenue, cost, assets, and risk. Using as their basis a review of literature and the findings of an empirical research process consisting of three longitudinal case studies, the authors develop a conceptual framework, identify four research propositions, and outline 11 ways of managing business-to-business customer relationships for increased shareholder value. The findings from the case studies suggest that B2B firms are able to acknowledge all suggested shareholder value drivers. Findings also suggest that firms should develop customer portfolio models and differentiate their customer management concepts in order to move customer asset management beyond traditional acquisition–retention optimization.     

Shareholder value,stakeholder management,and social issues: what's the bottom line?

We test the relationship between shareholder value, stakeholder management, and social issue participation. Building better relations with primary stakeholders like employees, customers, suppliers, and communities could lead to increased shareholder wealth by helping firms develop intangible, valuable assets which can be sources of competitive advantage. On the other hand, using corporate resources for social issues not related to primary stakeholders may not create value for shareholders. We test these propositions with data from S&P 500 firms and find evidence that stakeholder management leads to improved shareholder value, while social issue participation is negatively associated with shareholder value. Copyright © 2001 John Wiley & Sons, Ltd.     

Measuring and managing customer relationship risk in business markets

There have been repeated calls from top management and marketing academics for greater accountability in marketing so that the financial returns of marketing investments can be more robustly evaluated. These are coalescing around the issue of whether or not marketing delivers shareholder value. One promising line of enquiry explores customer lifetime value and the profitable management of these relationships. Although helpful, this approach fails to make the final link with shareholder value since customer lifetime value is still essentially a profit or cash flow measure and does not fully account for customer risk. This paper describes empirical research which explores differing approaches to measuring customer risk and the creation of shareholder value through customer relationship management (CRM). We develop a customer relationship scorecard which proves an innovative tool for managers to use in determining the risks in their customer relationships and developing risk mitigation strategies. The scorecard is then used to forecast retention probabilities, from which a risk-adjusted customer lifetime value is calculated. Both the scorecard and the calculations have an impact on the CRM practices of the customer relationship managers. From a theoretical perspective, an enhanced consideration of customer risk and returns is an important additional step towards demonstrating that marketing creates shareholder value.     

When is cash good or bad for firm performance?

Research summary: Cash can create shareholder value when used for adaptation to unfolding contingencies, but can also reduce value when appropriated by other stakeholders. We synthesize arguments from the behavioral theory of the firm, economic perspectives like agency theory, and the value‐creation versus value‐appropriation literatures to argue that the implications of cash for firm performance are context‐specific. Cash is more beneficial for firms operating in highly competitive, research‐intensive, or growth‐focused industries that are typical of contexts requiring adaptation in the face of uncertainties. Conversely, cash is more detrimental to performance in firms that are poorly governed, diversified, or opaque, as are typical of contexts where stakeholder conflicts, information asymmetries, or power imbalances can encourage value appropriation by other stakeholders. Managerial summary: Cash can create shareholder value when used for adaptation to unfolding contingencies, but can also reduce value when appropriated by other stakeholders. While cash‐rich firms have higher performance on average, with those in the 75th percentile having a market‐to‐book value 15 percent higher than those in the 25th percentile, we find that the performance benefits of cash depend on the context. Cash is more beneficial for firms operating in highly competitive, research‐intensive, or growth‐focused industries that are typical of contexts requiring adaptation in the face of uncertainties. Conversely, cash is more detrimental to performance in firms that are poorly governed, diversified, or opaque, as are typical of contexts where stakeholder conflicts, information asymmetries, or power imbalances can encourage value appropriation by other stakeholders. Copyright © 2015 John Wiley & Sons, Ltd.     

The Immediate Impact of New Product Introductions on Stock Price: The Role of Firm Resources and Size*

New product development and introduction is an ongoing important issue to facilitate a firm's success. To demonstrate the financial impact of new product introductions and the supporting role of firm resources and organizational structure, the authors collected 409 new product announcements from 1990 to 1998 and used event methodology and regression models in this research. Building on resources and capabilities perspectives, the present study argues that firm resources with emphases on research and development (R&D) are imperative to materialize new product concepts. However, the research revealed that R&D resources have dual effects on immediate shareholder value (i.e., abnormal stock returns). On one hand, when the firm commits only lower to moderate levels of R&D, investors would have perceived such R&D as expenditures reducing the firm's profit margin and thereby negatively evaluate R&D resources. Nevertheless, when the firm has dedicated its resources to R&D significant enough to signal investors its potential benefits can outweigh its costs, it generates positive shareholder value. Further, the study found that investors honor positive marketing resources that are critical to promote and launch new products to customers. Apart from resources perspectives, according to the organizational structure literature, firm size reflects the layers of bureaucracy within an organization. The research found a negative effect on shareholder value, indicating that investors evaluate more optimistically smaller firms that are likely to be more innovative and entrepreneurial resulted in more breakthrough products. In conclusion, this study provides value to practitioners in understanding the impact of firm size and, more importantly, to what extent they dedicate their resources in R&D and marketing to generate different performance outcomes.     

试谈财务管理目标的新选择--经济增加值率最大化

企业财务管理目标(又称企业理财目标),是财务管理的一个基本理论问题,也是评价企业理财活动是否合理有效的标准。目前,我国企业理财的目标有多种,其中利润最大化、股东财富最大化或企业价值最大化等目标最具有影响力和代表性。我认为企业经济增加值最大化是最为科学的财务管理目标。论文从理论与实践相结合的原则出发,对我国企业财务管理目标的选择作一些有益的探索。     

Creating shareholder value via collaborative innovation: the role of industry and resource alignment in knowledge exploration

Collaborative innovation provides firms with a privileged opportunity to perform exploration in an externally oriented mode. The central challenges in exploration via collaborative innovation lie in the selection of relevant partners and in gaining access to potentially valuable external knowledge that the focal firm lacks. This article focuses on two aspects of inter-organizational alignment that affect knowledge differences and may thus help explaining the shareholder value implications arising from collaborative innovation: industry and resource alignment. Relying on data covering 97 bilateral collaborative innovations (194 innovation partners) in R&D intensive high-technology industries, we used event study methodology and follow-up hierarchical regression analyses to test our conceptual framework. With regard to industry alignment, results suggest that investors value greater industry distance between collaborating partners, especially when the partner firm provides high-level R&D resources. Furthermore, the results show a positive effect of supplementary resource alignment (i.e., a focal firm's R&D resources are supplemented by a partner firm's R&D resources) and, notably, a negative effect of complementary resource alignment (i.e., a focal firm's R&D resources are complemented by a partner firm's marketing resources) on investors' valuation of the collaboration's expected future performance. They, thus, contribute to research on shareholder value implications of collaborative innovation. From a managerial perspective, the study provides a better understanding of partner selection and shows how managers should position a collaboration to signal the shareholder value-creating potential to investors.     

The relationship between growth,profitability, and firm value

This research examined predictions drawn from value-based planning models. Results indicate that profitability and growth do influence shareholder value in the manner predicted; however, the relationships are conditional. This study also shows that, the market-to-book value of equity ratio and Tobin's q-ratio are theoretically and empirically, equivalent measures of value creation.     

The value of branding for B2B service firms—The shareholders' perspective

Increasingly fierce competition in many B2B service industries led managers to seek a competitive advantage through branding, as many firms operating in B2C markets have done. Although advertising spending in B2B service industries has soared and branding could be relevant for customers' purchase decisions, the distinct characteristics of B2B service transactions can make the creation of brand equity challenging. Conceptual arguments thus both support and question the net financial value of B2B service brands and, since empirical research on that value is missing, managers are left with no agreed upon and validated guidance. Drawing on observations of the brands and shareholder values of 380 U.S.-based public B2B service firms, this study introduces a shareholder perspective to empirically examine the financial value of B2B service brands. Results reveal that B2B service brands have positive value to shareholders. However, the extent of that value depends on a firm's branding strategy (corporate branding vs. multi-branding) in conjunction with the type of services offered (professional services vs. other B2B services) but not in conjunction with the breadth of services offered (degree of diversification). This research provides new insights for researchers and managers with regard to B2B service brands' value and important contingency factors.     

With greater power comes greater responsibility? takeover protection and corporate attention to stakeholders

Using takeover protection as an indicator of corporate governance, this study examines how an exogenous shift in power from shareholders to managers affects corporate attention to non‐shareholding stakeholders. Two competing hypotheses are entertained. The shareholder view predicts that stronger takeover protection will lead to a decrease in corporate attention to shareholders and non‐shareholding stakeholders alike, as managers divert resources from shareholders to the pursuit of their private interests. The stakeholder view, in contrast, predicts that stronger takeover protection will increase corporate attention to non‐shareholding stakeholders. Because catering to non‐shareholding stakeholders contributes to the long‐term value of the firm, managers will be more likely to attend to those stakeholders when relieved from short‐termism triggered by the threat of hostile takeovers. Using a sample of 878 U.S. firms from 1991 to 2002, the study finds that an exogenous increase in takeover protection leads to higher corporate attention to community and the natural environment, but has no impact on corporate attention to employees, minorities, and customers. Additional analyses show that firms that increase their attention to stakeholders experience an increase in long‐term shareholder value. These findings provide additional evidence that relief from short‐termism is a likely source of the increase in corporate attention to non‐shareholding stakeholders following the increase in takeover protection. Copyright © 2008 John Wiley & Sons, Ltd.     

Board turnover in Taiwan’s public firms: An empirical study

Using a data set of 220 Taiwanese public firms with 2,200 observations over a ten-year period representing Taiwan’s economic takeoff period in the late 1990s, as well as six follow-up interviews conducted with top managers several years hence, this research examines the propensity of an important change variable for firms: the turnover of boards of directors. Specifically, it examines the relationship between board turnover and the organization’s environment, firm performance, and the largest shareholder’s control during a key period of economic transition and growth for Taiwan. The results show that substantial changes in board composition, though still not especially common in Taiwan, do occur, even in closely held companies. Turnover in the board is negatively related to the largest shareholder’s control power as well as firm performance. Board changes however, are not related to the environmental munificence and dynamism. These results are rather consistent with related research on firms in ethnic Chinese communities which suggests that top management and board turnover while not common, does sometimes occur, and more recent institutional and industrial change in Taiwan is likely encouraging further governance reform. This has implications for important facets of firm governance and change, as well as expanding our knowledge about firms domiciled in an ethnic Chinese community, particularly during times of economic transition and growth. Follow-up interviews with four top managers from our sample, along with one consultant and one government official in Taiwan provided additional confirmation and clarification of our results.     

Corporate divestitures and family control

This paper investigates the relationship between divestitures and firm value in family firms. Using hand‐collected data on a sample of over 30,000 firm‐year observations, we find that family firms are less likely than non‐family firms to undertake divestitures, especially when these companies are managed by family rather than non‐family‐CEOs. However, we then establish that the divestitures undertaken by family firms, predominantly those run by family‐CEOs, are associated with higher post‐divestiture performance than their non‐family counterparts. These findings indicate that family firms may fail to fully exploit available economic opportunities, potentially because they pursue multiple objectives beyond the maximization of shareholder value. These results also elucidate how the characteristics of corporate owners and managers can influence the value that firms derive from their corporate strategies. Copyright © 2014 John Wiley & Sons, Ltd.     

Does a long‐term orientation create value? Evidence from a regression discontinuity

Research summary : In this paper, we theorize and empirically investigate how a long‐term orientation impacts firm value. To study this relationship, we exploit exogenous changes in executives' long‐term incentives. Specifically, we examine shareholder proposals on long‐term executive compensation that pass or fail by a small margin of votes. The passage of such “close call” proposals is akin to a random assignment of long‐term incentives and hence provides a clean causal estimate. We find that the adoption of such proposals leads to (1) an increase in firm value and operating performance—suggesting that a long‐term orientation is beneficial to companies—and (2) an increase in firms' investments in long‐term strategies such as innovation and stakeholder relationships. Overall, our results are consistent with a “time‐based” agency conflict between shareholders and managers. Managerial summary : This paper shows that corporate short‐termism is hampering business success. We show clear, causal evidence that imposing long‐term incentives on executives—in the form of long‐term executive compensation—improves business performance. Long‐term executive compensation includes restricted stocks, restricted stock options, and long‐term incentive plans. Firms that adopted shareholder resolutions on long‐term compensation experienced a significant increase in their stock price. This stock price increase foreshadowed an increase in operating profits that materialized after two years. We unpack the reasons for these improvements in performance, and find that firms that adopted these shareholder resolutions made more investments in R&D and stakeholder engagement, especially pertaining to employees and the natural environment. Copyright © 2016 John Wiley & Sons, Ltd.     

The effects of corporate reputation perceptions of the general public on shareholder value

Superior corporate reputations can have strategic value for firms. Of the “multiple reputations” associated with each firm, we focus on the perceptions of the general public. The public represents the most widely defined stakeholder group but has attracted the least amount of research interest to date. Drawing on data for German firms, this study demonstrates that superior reputation perceptions issued by the general public increase shareholder value, as measured by future stock returns. This study provides a more nuanced understanding for this novel finding. Applying a conceptualization of reputation that balances both its affective and cognitive components, we find that reputation perceptions that are driven by nonfinancial aspects are more value relevant in the future than reputation perceptions that are driven by previous financial performance. Copyright © 2014 John Wiley & Sons, Ltd.