公司治理与掏空

本文采用非平衡面板数据模型检验了公司治理机制对控股股东掏空的影响。研究发现,独立董事对控股股东的掏空无监督效果;股权集中加剧了控股股东的掏空;股权制衡对控股股东的掏空无影响;管理者持股与基金持股均能抑制控股股东的掏空;国家控制没有加剧控股股东的掏空;企业集团控制加剧了控股股东的掏空;信息披露透明度和投资者保护均显著影响了控股股东的掏空;产品市场竞争是抑制控股股东掏空的有效机制。     

CORPORATE GOVERNANCE AND THE GOVERNANCE OF KNOWLEDGE: RETHINKING THE RELATIONSHIP IN TERMS OF CORPORATE COHERENCE

Abstract

Corporate governance and the governance of knowledge were for a long time distinct fields of analysis. Reasons for this incompatibility are linked to the restricted vision of corporate governance supported by shareholder value which essentially refers to information rather than knowledge. In this paper, we argue that other visions of corporate governance exist which are also closer to knowledge dynamics and knowledge governance problems. We elaborate thus on the possible reconciliation between corporate governance and the governance of knowledge. We sustain that each key actor (the manager and the investor) embodies a piece of diversified and localized knowledge related to his/her specific domain and field of experience, and these different modules of knowledge have to be recombined by an appropriate mode of corporate governance that stimulates corporate development. In this perspective, the reconciliation really appears essential since managers, by defining and selecting innovative processes, and investors, by determining the money that is invested to sustain these processes, both take part in the creation and governance of new knowledge by the firm. We show that this reconciliation can be based on the notion of corporate coherence of the cognitive firm that allows replacing the conventional conflicting vision of corporate governance by a new vision based on cooperation between managers and investors that collectively contribute to corporate development and coherence.     

INSTITUTIONAL INVESTORS,CORPORATE GOVERNANCE AND FIRM PERFORMANCE IN JAPAN

Since the beginning of the 2000s, institutional investors in Japan have become active in strengthening corporate governance, with the aim of achieving long‐term corporate value. The present paper examines the relationship between institutional investors and corporate governance, and also the relationship between institutional investors' shareholdings and firm performance. The results suggest that corporate governance has been enhanced by institutional investors. However, it is found that there is not a statistically significant difference between institutional investors' shareholdings and firm performance.     

公司治理与内幕交易监管效率研究

内幕交易通常被各国证券监管部门认定为一种非法的证券交易行为,许多证券市场都引入了内幕交易监管法律制度。本文的研究目的是从公司治理角度来分析哪些因素影响着国内内幕交易监管效率,分析国内监管能否有效遏制内幕交易行为,并从公司价值角度探讨了特定公司治理背景下内幕交易行为能否受到市场自然的惩戒。由此,本文提出了改善监管效率的相关建议。     

CORPORATE GOVERNANCE IN JAPAN AND THE UK: CODES,THEORY AND PRACTICE

We reflect on the evolution of corporate governance and the role of institutional investors in enhancing governance in Japan and the UK. Japan places emphasis on stakeholder capitalism, whereas the UK places emphasis on shareholder capitalism. Nonetheless, in both countries, institutional investors have exerted significant influence on the evolution of corporate governance. Institutional investors in the UK have more power over company management than their Japanese counterparts, although it is alleged that these powers are not exercised to their best potential in either country.     

公司治理与股改对价的确定

本文构建了中国上市公司治理指数,以截至2006年7月31日已经完成股权分置改革(以下简称股改)的890家公司作为研究样本,考察了在股改对价的确定过程中,流通股东是否考虑了公司治理水平的因素。研究结果发现:公司治理水平高的公司,流通股股东会要求较低的对价水平;同时,对于大股东和机构投资者降低对价水平,侵害中小投资者利益的"合谋"行为,公司治理水平高的公司能够显著地降低这种"合谋"带给中小投资者的不利影响。本研究的结论和文献一致,公司治理能够降低对中小股东的剥削,投资者能够对公司治理进行适当的定价。     

公司治理、盈余管理与企业成长

我国上市公司在治理结构方面的缺陷使得资本市场上盈余管理成为一种普遍现象,对公司的发展造成不利的影响。公司治理与盈余管理负相关,与企业增长正相关,而盈余管理与企业增长负相关。     

CORPORATE GOVERNANCE AND CAPITAL ACCUMULATION: FIRM-LEVEL EVIDENCE FROM ITALY

This study investigates the impact of investor protection on firm ownership and capital growth in a model where investor protection is allowed to vary between firms. Using panel data for Italy, we construct firm-level variables to capture the degree of investor protection, which is observable to all shareholders. Empirical evidence indicates that the stronger the investor protection the lower the fraction of equity that is owned by insiders. Results show that higher insider equity ownership is linked to larger risk premiums and higher costs of capital. Implications suggest that the magnitude of capital stock distortions is particularly important when shareholder protection is weak and ownership concentration is high.     

地方政府补贴能够有效激励企业提高环境治理效率吗

本文修正了Dasgupta等（1998,2002）的污染物削减费用模型,采用辽宁省工业企业微观数据,分析地方政府补贴产生的环境治理激励作用,得到相应结论：（1）本文基于微观数据和修正的污染物削减费用模型,测算出辽宁省工业企业环境治理效率均值约为83%,分布近似于正态分布。（2）地方政府补贴并没有显著提升企业环境治理效率,却显著提升了企业环境治理效率提升的稳定性。本文认为地方政府补贴的主要作用在于资金补充效应和背书信号作用,在引导大量优质资源进入企业的基础上提升环境治理效率提升的稳定性,减少不确定因素。（3）地方政府补贴对不同类型所有制形式企业的环境治理稳定性影响差异性较大,内资企业获得补贴所产生的效率改善的稳定效应要远低于外资企业。综上所述,在缺乏相应监管的情况下,地方政府补贴很难产生显著的环境治理激励效果,但由于其信号的引导作用,对提高治理效率稳定性具有显著效果。     

日本型公司治理形成源流及创新发展的理论解析

日本型公司治理是企业在一定的战前与战时制度的历史路径依赖下,面对战后特殊的市场和社会条件,为维持自身的存续和成长而阶段性地对环境复杂性和不确定性进行缩减的产物。进入21世纪,这一模式又在企业域内需求的牵引和市场域变革的推动下,通过不断打破社会域内暗默性规则的制约,实现创新与发展。由此可见,公司治理制度的变革应是一个诱致性变迁过程,其中企业的自发性行为和制度的自组织化占应据主导地位。     

GOVERNANCE AND VERTICAL INTEGRATION IN TEAM SPORTS

Antitrust law distinguishes vertical and horizontal restraints. A horizontal restraint is one which exists between competing firms supplying rival products in a market, and a vertical restraint is one which exists between firms that jointly contribute to supplying a particular product in a market. Horizontal agreements receive much closer antitrust scrutiny because they often enable firms to limit competition at the expense of consumers, while vertical restraints may be legal or illegal depending on whether they tend to enhance or reduce competition or the exploitation of market power. This paper argues that there are important vertical restraints that operate in sports leagues which have been mostly neglected in the literature but have a significant impact. We focus on intraleague restraints, where member clubs of a league agree to control the organization of league competition, and interleague restraints, where horizontal agreement such as the Reserve Clause relies on agreements not to compete for players competing in senior or junior leagues. ( JEL L83, L42, L44)     

HOW TO OVERCOME SHAREHOLDER APATHY IN CORPORATE GOVERNANCE – THE ROLE OF INVESTOR ASSOCIATIONS IN GERMANY

ABSTRACT: Investor apathy by private retail investors and highly diversified institutional investors is often blamed for poor managerial accountability and control of majority investors. Attempts to encourage shareholder activism tend to focus on large institutional investors and ignore retail investors. However, in Germany associations of private retail investors play an increasingly important role in organizing collective shareholder action and defining minority shareholder interests. The German example highlights a possible alternative to the US and UK model of shareholder activism, which is dominated by institutional investors.     

中国农村基层治理与公共物品提供

在发展中国家,寻求最有效的社区治理方式已经成为农村发展的关键。因此,就各种治理方式进行实证评价已经刻不容缓。20世纪90年代初以来,中国农村有成千上万个村子进行了村民选举,这无疑为研究民主对农村基层公共物品提供的影响提供了良机。基于最近一次农村调查,本文就两种基层治理方式进行了比较,研究结果表明村民选举有助于增加村的收入,且主要靠企业上缴的税收。但是,私有化增加了向企业征税的难度。单靠选举不一定能增加村财务支出中公共投资的比例。只有真正实现决策权分担以后,公共支出中用于公共投资的比例才会增加。     

产业集群治理的逻辑与机制

产业集群治理是基于网络结构的共同治理,关系、互动与协同构成了产业集群治理的三维逻辑。产业集群的治理机制主要有社会机制和激励约束机制,社会机制是产业集群的自我调节机制,包括信任、声誉、宏观文化和联合制裁,激励约束机制是产业集群治理的微观机制,是以集群剩余为核心的制衡机制。     

REGULATORY INSTITUTIONS AND GOVERNANCE TRANSFORMATIONS IN LIBERALISING ELECTRICITY INDUSTRIES

ABSTRACT ** :  The European liberalising electricity industries are still heavily regulated. A prominent form of regulation is directed at the energy companies' forms of governance. European and national regulations prohibit the vertically integrated structures that characterised these companies for almost a century. Detailed rules on unbundling, independence of the transmission and distribution system operators, and network access influence to a large extent the type of new governance structures that are adopted. This paper takes the institutional organisation of regulation into account to explain the regulatory influence on governance changes at the level of the firm. Examples of the Dutch and French electricity industries illustrate that the new forms of governance are heavily influenced by the institutional organisation of regulation.     

BREACH OF CONTRACTS AND RENEGOTIATION IN CORPORATE TAKEOVERS*

This paper provides a formal model in which incumbent managers and workers sign a labour contract in the face of takeover pressures. We consider the possibilities: (i) workers can enhance their productivity by making an investment in specific human capital; (ii) a raider and workers will renegotiate the original contract after a takeover; and (iii) both the incumbent managers and the raider are concerned about their own reputations for being trustworthy in their contract arrangements. The main result shows that under certain conditions, a threat of takeovers forces the incumbent managers to select fewer investments in specific human capital even before a takeover although the incumbent managers have no incentive to behave opportunistically in the absence of takeover threats.     

中国大都市区管治:现状、问题与建议

在经济快速发展和城市化快速推进时期,中国大都市区迅速生成,成为区域经济发展与城市化的主体空问,对构建适宜的大都市区管治体系也提出了日益迫切的要求.通过分析当前中国大都市区管治的现状和存在的主要问题,在区分中西体制背景不同的基础上有选择地借鉴国际经验,紧密结合中国的实际为大都市区管治的改革提出了有关政策建议.     

COMPARING POST-COLD WAR MILITARY CONVERSION IN THE UNITED STATES AND RUSSIA

According to the conventional wisdom, military conversion in Russia would be more difficult than in the United States because Russia does not have the developed market infrastructure and institutions that help western defense firms redeploy resources for civilian production. A closer look raises doubts about these arguments. Western defense firms have had difficulties with conversion because they cannot compete with the existing relatively efficient civilian firms. Meanwhile, the principal competitors of the Russian defense firms, the large Russian civilian enterprises, are closer in nature to defense enterprises than to efficient market firms. While this does not bode well for the Russian economy in general, the defense enterprises should not find themselves at a significant disadvantage in the civilian markets. Two effects can be distinguished. On the one hand, due to the more developed market infrastructure, the U.S. economy is presumably good at redeploying defense-related resources across firm boundaries. On the other hand, the large and efficient civilian sector in the United States makes the marginal "civilian" value of the redeployed resources low. It is the interaction of these factors, rather than the degree of development of market infrastructure alone, that determines the relative difficulty of military conversion. Additionally, empirical evidence based on regional data indicates that despite enormous defense expenditure cuts, the economic performance of Russia's regions is only relatively weakly correlated with the regions' dependency on defense industry.