金融监管体系的变迁历史及对中国的启示

一个国家金融监管体系的形成与发展跟该国银行业及金融市场的发展密切相关,并随着其国内金融结构的变化而不断更新变化。金融结构变化的主要推动力是层出不穷的金融创新,由于金融创新使得金融结构不断变化,而做为上层建筑的金融监管体系也通过不断变化,力图适应金融结构的变迁。本文在金融结构视角下对各国金融监管体系变迁的过程进行了考察,并从宏观层面归纳世界各国金融结构与金融监管体系变迁的大致规律,以期对中国目前进行的金融监管改革给出一些有意义的启示和具体的建议。     

政治关联与我国民营上市企业的多元化投资

本文以2010年我国沪深民营上市企业为研究对象,研究民营上市企业的政治关联对民营企业多元化投资的影响.研究发现:1.民营上市企业的政治关联对其多元化程度的影响是显著为正的,当民营上市企业的政治关联划分为代表委员类政治关联、前政府官员类政治关联和政府行业协会类政治关联之后,只有代表委员类政治关联对民营上市企业多元化程度有...     

审计团队:中国制度背景下的研究视角

目前审计研究大多聚焦于会计师事务所、事务所分所或者审计师个人。但是,我们结合理论与中国制度背景的分析发现:由多名审计师构成的相互合作、利益共享、风险共担的审计团队可能是一个研究中国审计行为的更合适的切入点。我们通过四个审计师与客户变动的案例,从客户获取、失去、变动、保持的角度检验了团队的存在性,并给出了大样本的现状描述。此外,引入审计团队这一研究视角,有助于思考和解决事务所统一性、内部管理问题,为推动我国事务所发展的相关政策提供参考。     

Liability protection,director compensation,and incentives

We examine the effect of liability protection on the compensation of directors and on takeover outcomes. Consistent with the hypothesis that directors require additional compensation if they bear liability, we find that director compensation is higher for firms that provide less liability protection. Examining takeovers, we find evidence that takeovers of firms with protected directors are less likely to succeed. Moreover, firms with protected directors are more likely to accept a lower bid premium, and this finding is consistent with protected directors having reduced incentives to negotiate for the highest possible price during the acquisition. Overall, the results are consistent with the notion that director liability provisions have a significant impact both on director compensation and director duty.     

Corporate environmental disclosure and political connection in regulatory and leadership changes: The case of China

With a rapid increase of corporate environmental disclosure in developing countries, more attention is drawn to the extent to which this increase is influenced by corporate political connection. This paper focuses on China, a country experiencing increasing tensions between fast economic growth and heavy environmental pollution, complicated by high levels of political connections. A more important context in China is a historical leadership change entangled with significant regulatory reform to tackle corruption in 2013–14. Using hand-collected data from heavily polluting companies in 2012 and 2015 respectively, this study finds that there is a positive association between political connections of corporate chairmen and environmental disclosure levels in 2015 but not in 2012, suggesting that corporate disclosure behaviour has become more politically motivated after the regulatory and leadership change. There has been a significant improvement in environmental disclosure quality and this improvement is prominent in firms with politically connected chairmen. Although the regulatory change to eliminate corruption has led to substantial reductions in political connections of CEOs and senior executives, change associated with corporate chairmen is marginal. These results imply that the improvement of environmental disclosure is related more to the greater political intervention enabled by the leadership shift and power consolidation during the anti-corruption campaign than to the regulatory change to reduce political shield.     

The Enron effect in the electric services and natural gas industry on accounting choices

The political cost explanation of positive accounting theory suggests that the accounting choices and reactions of managers to a perceived crisis are impacted by expected responses of regulators and politicians. During the early months of 2001, the Enron failure and the rolling blackouts that affected many communities in California had captured the attention of the California Governor, the media, and the regulators. In this study, I examine whether the intense level of scrutiny caused by Enron, operating in the western region, had a spillover effect on accounting choices of firms within and beyond its region in the electric services and natural gas industry that is consistent with the political cost explanation [Watts, R., & Zimmerman, J. (1986). Positive accounting theory. Englewood Cliffs, NJ: Prentice Hall]. The regulators, the Federal Energy Regulatory Commission (FERC) and the Securities and Exchange Commission (SEC), were concerned about the depth of Enron’s trading schemes, financial reporting credibility, as well as the involvement of other firms. I find evidence consistent with the political cost explanation and that accounting choices vary systematically within and beyond the western region.     

独立董事制度有效性与控股股东关联交易——来自深交所制造业上市公司的经验数据

基于2002～2008年深交所制造业上市公司的证据,本文以控股股东与上市公司之间的关联交易作为研究对象,结合独立董事所占比例、专业性和薪酬等基本特征,考察了独立董事能否有效发挥其监督职能。研究发现:独立董事的专业性对控股股东与上市公司的关联交易有显著的抑制作用,独立董事薪酬与控股股东与上市公司关联交易的频率显著正相关,独立董事的比例对控股股东与上市公司关联交易没有显著影响。这些结论有助于我们从新的视角去改进我国上市公司独立董事制度以提高其监督制约控股股东的职能。     

Is prior director experience valuable?

Previous studies have investigated the effectiveness of directors in performing their monitoring and advising functions by examining characteristics such as independence, qualifications and professional expertise. In this study, we propose a more direct measure of director effectiveness – prior experience as a director. Using hand‐collected data from Australia, we find that both the depth (number of prior years) and breadth (number of current directorships) of a new appointee’s director experience is valued by shareholders at appointment. In particular, the market reaction is highest for appointees with the most prior director experience (two or more other current directorships in listed companies and four or more years of director experience) and when experienced appointees join less‐experienced boards.     

Bankruptcy outcomes: Does the board matter?

We examine the association between board composition and bankruptcy outcomes. Preliminary analyses provide no evidence that the proportion of outside directors is significantly associated with the likelihood that a Chapter 11 firm liquidates. Further analyses indicate, however, that the relation between the proportion of outside directors and bankruptcy outcomes is a function of the outside directors' ownership. More specifically, we find that the association is positive when outside director ownership is low and negative when it is high. The overall evidence supports the notion that a one-size-fits-all approach to corporate governance is likely to result in suboptimal board structures and hinder firms' strategies for dealing with poor performance.     

我国个人信息保护行政监管的立法选择

在大数据时代,个人信息的重要性愈发凸显。作为个人信息保护的第三大支柱,垂直面的监管制度构建与水平面的权利义务设立同样重要。由于顶层设计的缺失和部门分散立法的局限,我国目前的个人信息保护行政监管存在着目标弱化、主体分散、措施乏力和程序模糊等问题,严重阻碍了个人信息保护水平的提高。面对新兴科技的法律挑战与错综复杂的利益平衡需求,未来的个人信息保护立法应当明确行政监管的主要目标,建立统一和独立的监管机构,提升其专业性和行政级别,细化具体的监管措施,并协调不同保护程序之间的关系。     

On the demand for independent and active audit committees

We extend the literature on director independence and the role of the board by focusing on the importance of audit committees in the contracting process. We find that the demand for independent and active audit committees is positively related to the demand for accounting certification. In particular, we find that the likelihood of a firm having a completely independent and active audit committee is negatively related to firm growth opportunities and managerial ownership and positively related to firm size and leverage. Our results suggest that audit committees are an important organizational construct related to the demand for accounting certification.     

Enforcement mechanisms for SEC reporting deadlines

SEC filing deadlines accelerated for many firms over the past decade; nevertheless, the percentage of late 10-K filings has decreased by historical standards. From 2000 to 2007, six percent of 10-Ks are late but remain SEC compliant (via a Form 12b-25 filing). An additional 2.5 percent of all 10-K filings are both late and non-compliant. When analyzing all 10-K filings (i.e., both timely and late filings), we find that (1) relatively large stock exchanges, (2) greater analyst coverage, and (3) larger audit firms are each associated with improved timeliness and compliance in 10-K report filings.     

Choice of acquisition form in Australia and the post‐takeover employment of target firm directors on the acquiring firm board

In Australia, a corporate acquisition can be structured as either a scheme of arrangement or a takeover. We investigate the association between deal structure and the retention of target directors on the merged entity board. We find that the odds of a target director subsequently sitting on the merged entity's board are significantly higher in schemes. The results also show that premiums are lower in schemes of arrangement when additional target directors are appointed to the board of the acquiring firm. The findings indicate that target director appointment is unrelated to the merged entity's post‐acquisition performance.     

独立董事否定意见发表与换届未连任

在公司治理实践中,对董事会议案出具否定性意见是独立董事履行监督职能最具代表性的行为,而换届未连任是我国制度背景和文化特质下更为真实的独董离职方式。利用我国上市公司独立董事对议案发表意见的独特数据,本文从否定意见的具体类型、董事会议案事项、是否集体行动等三个方面实证考察了对董事会议案说“不”与独董未来是否在第一任期结束后实现连任之间的关系。研究发现,在我国公司治理实践中,出具否定意见的方式(委婉或直接、集体或单独)有时比否定意见本身更加重要;即使同样是否定性意见,但如果针对的董事会议案事项不同,独董未来连任的可能性也不同。一般而言,明确出具反对意见的,针对内部人的反对事项以及集体说不的独董未来连任的可能性更低,因而独董所预期的公司治理角色由于上述“逆淘汰”机制和“任人唯亲”的董事会文化的存在而大打折扣。本文的研究提示,应该为独董出具否定性意见的相关法律风险提供更加明确的指引,避免政策模糊地带,将有利于独董更好地履行监督职能。     

独立董事制度的有效性:基于盈余管理视角

本文从盈余管理的视角研究我国独立董事制度的有效性,为我国独立董事制度的完善提供实证支持.结果发现,具有会计专业能力的上市公司独立董事人数越多,盈余管理程度越低;独立董事薪酬越高,上市公司盈余管理程度越高.但没有发现独立董事比例、履职环境与其盈余管理程度具有显著的相关关系.     

企业“政治关联”研究述评

近年来,企业政治关联对企业业绩、财务政策和资本市场影响的相关研究已成为财务和金融领域研究的热点,但企业政治关联这一隐蔽且难以量化的因素如何对企业的各个层面产生影响,国内在这方面的研究才刚刚开始。为此,本文通过近年国内外相关学者的研究,对模糊的政治关联概念重新界定,梳理了三个主要的研究领域,凝练出五个后续研究方向。     

Political influence in hedge fund activism: Causal evidence from U.S. gubernatorial election

This study examines the causal impacts of political influence on hedge fund activism in an exogenous setting of U.S. gubernatorial election. Local incumbent politicians have incentives to protect local inefficient firms from being targeted by activists because activism could lead to divestment and local worker layoffs. And such incentives can become weaker in election years because political competition increases the incumbent politician’s accountability to broader groups of stakeholders. Consistent with this prediction, the likelihood of local firms being targeted by activists is shown to be significantly higher during election years. Moreover, the firm’s political connections mitigate the effects of election, suggesting that politicians still maintain protection to connected firms. Further cross-sectional tests show that the effects of election are stronger (1) for firms with lower labor intensity, severer problem of free cash flow and lower efficiency, and (2) when the political competition is fiercer. Additional tests reveal that hedge fund activism enhances the target firm’s operating performance and creates larger value for investors when it faces weaker political influence. To sum up, our findings suggest that political influence affects hedge fund activism and the activists strategically adjust the timing of initiating campaigns according to the changes of such influence.     

Is there an association between director option compensation and the likelihood of misstatement?

Oversight bodies in the United States (US) have addressed the issue of director independence in recent years. Bebchuk et al. [Bebchuk, L., Grinstein, Y., Peyers, U. (2006). Lucky directors. (Working paper Harvard University Law School) SSRN # 952239.] found that director oversight may be impaired if directors receive option grants under favorable terms because these grants may create a mutuality of interest between directors and managers. We assess whether option grants to independent directors reduce oversight of financial reporting. Using a sample of 105 US firms that misstated their revenue matched with a sample of non-misstatement firms, we find that companies whose independent directors do not receive stock options are less likely to misstate revenues than companies who meet the Sarbanes-Oxley definition of independence. Our results show that compensating outside directors with stock options may weaken their independent oversight.