UNIVERSAL BANKS ARE NOT THE ANSWER TO AMERICA'S CORPORATE GOVERNANCE "PROBLEM": A LOOK AT GERMANY, JAPAN, AND THE U.S.

This article objects to a recent tendency of legal and economic scholars to "romanticize" the corporate governance role of German universal banks and Japanese main banks. There are potential conflicts between banks' interests as lenders and as shareholders that are likely to make banks less-than-ideal monitors for outside shareholders. Citing evidence that Japanese corporate borrowers pay above-market interest rates for their bank financing, Macey and Miller interpret the high interest rates as "rents" earned by Japanese banks on their loan portfolios in exchange for (1) insulating incumbent management of borrower firms from hostile takeover and (2) accepting suboptimal returns on their equity holdings.
The main problems with the German and Japanese systems stem from their failure to produce well-developed capital markets. Concentrated and stable shareholdings reduce the order flow in the market, thereby depriving the market of liquidity. And the lack of capital market liquidity– combined with the intense loyalty of the banks towards incumbent management–removes the ability of outside shareholders to make a credible threat of takeover if managerial performance is substandard.
The problem with American corporate governance–if indeed there is one–is not that hostile takeovers are bad, but that there are not enough of them due to regulatory restrictions and misguided legal policies. While U.S. law should be amended to give banks and other debtholders more power over borrowers in the case of financial distress, encouraging U.S. banks to become large stockholders is not likely to improve corporate efficiency. Strengthening the "voice" of American equity holders by eliminating restrictions on the market for corporate control would be the most effective step in improving firm performance.     

LARGE BANK STOCKHOLDERS IN GERMANY: SAVIORS OR SUBSTITUTES?

This article challenges Mark Roe's suggestion that the prevalence of the widely held public corporation in the U.S. may not have been inevitable because U.S. laws prevented financial institutions from playing the monitoring role assumed by large German banks. The differences between Germany and the U.S. in the importance of trading markets and the role of banks as monitors can be explained in large part by actions of German banks that blocked the development of German capital markets and provided big banks with informational advantages over other traders.
Markets are likely to be more effective monitors than large banks because of the banks' conflicts of interest as creditors as well as underwriters and market-makers for German firms. Moreover, there is more diversity in the ownership structure of U.S. corporations than the current governance debate would suggest. In the U.S. there are many publicly owned companies that are either closely held or have reverted to private ownership through LBOs. This in turn suggests that U.S. capital markets have devised means for bringing about concentrated stock ownership in those cases where large stockholder monitoring is likely to be more efficient.
Thus, to the question what is likely to happen to U.S. corporate ownership structure if remaining legal constraints on stock ownership by U.S. banks are relaxed, the answer this article offers is "not much." Indeed, if one considers increasing U.S. institutional ownership together with recent SEC attempts to liberalize shareholder communications, there appears to be a striking trend toward a new concentration of voting power–one that may ultimately rival that of the German banks.     

我国上市公司再融资偏好的行为金融学解释

我国上市公司存在着强烈的股权再融资偏好,本文探讨了股权再融资偏好在我国的表现,试运用行为金融的“抛锚效应”和“市场时机理论”分析该问题,指出该现象在一定程度上受投资者的心理偏差和治理缺陷条件下的经理人不道德心理与行为等影响。     

The Impact of IAS/IFRS on Polish Accounting Regulations and their Practical Implementation in Poland

Abstract

In the face of the globalization process that we have witnessed over recent years, the European Union (EU) decided that it is crucial to improve the competitiveness of Europe and the development of financial services and capital markets through enforcement of International Financial Reporting Standards (IFRS) as a basis of financial reporting of listed companies. Poland as a member of the EU was obliged to incorporate International Accounting Standards (IAS)/IFRS in national accounting regulations. Our paper discusses this issue. We also present the impact of IAS/IFRS implementation by Polish companies on their financial statements, particularly the impact on income and equity (capital). The presentation is the result of the review and analysis of 255 financial reports (including 171 consolidated) of companies listed on the Warsaw Stock Exchange.     

The Evolution of the World Bank's Land Policy: Principles, Experience, and Future Challenges

This article examines the evolution of policy recommendationsconcerning rural land issues since the formulation of the WorldBank's "Land Reform Policy Paper" in 1975. That paper set outthree guiding principles: the desirability of owner-operatedfamily farms; the need for markets to permit land to be transferredto more productive users; and the importance of an egalitarianasset distribution. In the 25 years since that paper was published,these guiding principles have remained the same, but it is nowrecognized that communal tenure systems can be more cost-effectivethan formal title, that titling programs should be judged ontheir equity as well as their efficiency, that the potentialof land rental markets has often been severely underestimated,that land-sale markets enhance efficiency only if they are integratedinto a broader effort at developing rural factor markets, andthat land reform is more likely to result in a reduction ofpoverty if it harnesses (rather than undermines) the operationof land markets and is implemented in a decentralized fashion.Achieving land policies that incorporate these elements requiresa coherent legal and institutional framework together with greaterreliance on pilot programs to examine the applicability of interventionsunder local conditions.      

The Evolution of Private Equity in Emerging Markets: The Case of Poland

In the last ten years, there has been a pronounced shift toward emerging markets in institutional investor allocations of capital to private equity. While the lion's share of the allocations to emerging markets have gone to the “BRIC” nations, lesser‐known markets like Poland are threatening to steal the spotlight. Economic stabilization, development of the private sector, a favorable business outlook, and continuous improvement of the local institutional infrastructure (laws, accounting rules, and fiscal regimes) have all contributed to the development of a vibrant private equity industry in Poland. Most private equity firms in Poland structure their deals around five broad investment themes: technology; media; and telecommunications; manufacturing; consumer services; business services; and financial services. Local private equity firms have traditionally adopted two different strategies towards these sectors. The first group of private equity firms initially targeted manufacturing, with the conviction that, as the Polish economy developed, the satisfaction of consumer needs for basic products would be the largest source of market demand. The second group assumed that the market would require access to more services to accommodate the growing local economy. Both approaches have proved reasonably successful, as the leaders among these two groups of firms have continued to succeed in raising new funds while achieving high returns for their limited partners. And while the accomplishments of the private equity industry have been made possible by the extent of Poland's transformation from a socialist into a market economy, the industry itself continues to play an important role in this transformation by providing both outside capital and know‐how for local firms and managers.     

Why firms favour the AIM when they can list on main market?

It is often argued that the popularity of Alternative Investment Market (AIM) in terms of higher number of listings relative to the Main Market (MM) is mainly due to the strict listing requirements in the MM. During the 1995 to 2014 period, 577 out of 1143 AIM listed firms did not qualify for MM listing, but the rest (566) that raised equity in AIM could have joined the MM. This raises the question why firms that meet the heavier regulatory environment of the MM choose the AIM, a lighter regulatory environment. This paper subjects this question to a comprehensive investigation and finds that the market choice is a self-selection decision. The two markets attract companies with different characteristics, and dissimilar post-listing investment and financing priorities. The evidence also shows that smaller and younger companies choose to be listed on the AIM due to lower listing and on-going costs. Heckman Selection models addressing the important question of what would have been the operating performance if AIM companies joined MM indicate that AIM companies would not perform better had they selected to go public in the MM.     

The Origins of the German Corporation - Finance, Ownership and Control

The ownership of German corporations is quite different today from that of Anglo-American firms. How did this come about? To what extent is it attributable to regulation? A specially constructed data set on financing and ownership of German corporations from the end of the 19th century to the middle of the 20th century reveals that, as in the UK, there was a high degree of activity on German stock markets with firms issuing equity in preference to borrowing from banks, and insider and family ownership declining rapidly. However, unlike in the UK, other companies and banks emerged as the main holders of equity, with banks holding shares primarily as custodians of other investors rather than on their own account. The changing pattern of ownership concentration was therefore very different from that of the UK with regulation reinforcing the control that banks exercised on behalf of other investors.     

Statement of the Financial Economists Roundtable: Bank Capital as a Substitute for Prudential Regulation

The Financial CHOICE Act recently passed by the House proposes to create an “off‐ramp” that would allow banks to escape burdensome prudential regulation if the ratio of their equity capital to their total assets is 10% or more. The Financial Economists Roundtable supports this idea as a means of reducing regulatory costs, but believes some additional safeguards are needed. A capital ratio of 10% may not be high enough to discourage banks from excessive risk taking. A solution is to have two capital requirements for banks choosing the off‐ramp: one absolute (as proposed in the act) and one risk‐based. The FER believes that many banks will prefer this regime to the current burdensome prudential regulation, especially if regulators simplify the setting of risk weights and make them more rule‐based. Regulators setting minimum capital requirements should consider not only a bank’s stand‐alone risk, but also the systemic risk posed by banks, as well as the tendency of accounting measures of income and assets to overstate the economic value of banks’ equity capital. The Financial Choice Act would also eliminate useful elements of ongoing supervision and regulation, not all of which can be addressed by higher capital alone. Furthermore, to facilitate regulatory learning about risks, off‐ramped banks should continue to report the data that regulators use for stress tests, even if they are no longer subjected to the discipline of stress tests. Finally, the act is viewed as too permissive in its treatment of off‐ramped banks that get into trouble. To prevent gaming of regulation, FERC recommends that off‐ramped banks that subsequently fall below the minimum requirements should be required to raise new capital immediately.     

THE MARKET'S PRICING OF DEBT IPOs

Based on the authors' recent study published in the Journal of Financial Economics , this article summarizes new evidence on the first-day and aftermarket price performance of a firm's first public offer of bonds after its equity IPO. Unlike equity IPOs, such bond IPOs are not underpriced on average. However, bonds that are more equity-like (junk bonds) are underpriced at the initial offer whereas high-grade debt is actually overpriced. This finding supports the view that riskier debt issues have a larger equity component and, as a consequence, a higher degree of information asymmetry.
The authors' study also showed that less prestigious underwriters are associated with more underpriced offers, and that the issuer's stock market listing plays an important role in determining the first-day price performance of bond IPOs. The degree of underpricing is lower for bonds issued by firms whose equity is listed on NYSE/AMEX than for bonds issued by firms listed on Nasdaq. Finally, the aftermarket performance for the full sample and various subsamples is consistent with bond market efficiency in the sense that, once prices adjust after the first day of trading, there are no clearly exploitable opportunities for excess returns.     

Scheduled domestic and US macroeconomic news and stock valuation in Europe

This paper investigates whether investors on European stock markets regard news announcements about domestic and US macroeconomic variables as an important source of information when valuing stocks. To assess the importance of scheduled domestic and US macroeconomic news announcements, implied volatilities are analyzed on the German and Finnish stock markets. The results show that the US employment report and the Federal Open Market Committee (FOMC) meeting days have a significant impact on implied volatility on both European markets. The domestic news announcements have no effect on implied volatility on either of the markets. The results indicate that the US macroeconomic news announcements are valuable sources of information on European stock markets while domestic news releases seem to be unimportant.     

Have European Stocks become More Volatile? An Empirical Investigation of Idiosyncratic and Market Risk in the Euro Area

We examine the dynamics of idiosyncratic risk, market risk and return correlations in European equity markets using weekly observations from 3515 stocks listed in the 12 euro area stock markets over the period 1974–2004. Similarly to Campbell et al. (2001) , we find a rise in idiosyncratic volatility, implying that it now takes more stocks to diversify away idiosyncratic risk. Contrary to the US, however, market risk is trended upwards in Europe and correlations are not trended downwards. Both the volatility and correlation measures are pro‐cyclical, and they rise during times of low market returns. Market and average idiosyncratic volatility jointly predict market wide returns, and the latter impact upon both market and idiosyncratic volatility. This has asset pricing and risk management implications.     

The impact of joint participation on liquidity in equity and syndicated bank loan markets

Market liquidity is impacted by the presence of financial intermediaries that are informed and active participants in both the equity and the syndicated bank loan markets, specifically informationally advantaged lead arrangers of syndicated bank loans that simultaneously act as equity market makers (dual market makers). Employing a two-stage procedure with instrumental variables, we identify the simultaneous equations model of liquidity and dual market maker decisions. We find that the presence of dual market makers improves the liquidity of the more competitive and transparent equity markets, but widens the spread in the less competitive over-the-counter loan market, particularly for small, informationally opaque firms.     

Effect of auditing: Evidence from variability of stock returns and trading volume

Although the benefits of auditing are uncontroversial in developed markets,there is scant evidence about its effect in emerging economies.Auditing derives its value by increasing the credibility of financial statements,which in turn increases investors’reliance on them in developed markets.Financial statement information is common to all investors and therefore increased reliance on it should reduce divergence in investors’assessment of firm value.We examine the effect of interim auditing on inter-investor divergence with a large sample of listed Chinese firms and find that it decreases more for firms whose reports are audited compared to non-audited firms.This finding suggests that investors rely more on audited financial information.Results of this study are robust to variations in event window length and specification of empirical measures.     

金融危机冲击对企业集团内部资本市场运行的影响——来自我国民营系族企业的经验证据

金融危机冲击下,内部资本市场的运行会发生怎样的调整与变化?内外部资本市场间究竟存在怎样的相互关系?本文以2008年金融危机为背景研究了外部冲击对内部资本市场运行的影响。研究发现:常态经济运行环境下,企业集团通过活跃的内部资本市场来缓解融资约束,但金融危机爆发后,内部资本市场的这种作用消失了;当受到外部冲击时,内部资本市场被外部债务市场所替代。此外,危机爆发前,虽然系族总部通过内部资本市场进行了"交叉补贴",但其并非在系族内"挑选胜者",而更多地考虑企业的投资机会在行业中的相对水平。     

分拆上市相关研究综述

随着我国资本市场的不断完善和发展,以及上市公司对收缩性资产重组方式的分拆上市需求的日渐强烈,分拆上市研究越来越受到理论界和实务界的关注和重视。基于坚实的理论基础和丰富的数据环境,国外有关分拆上市的研究在二十多年来得以快速发展。本文从分拆上市的内涵、分拆上市与其他几种收缩重组方式的区别以及分拆上市研究的主要视角几个方面系统阐述了国外相关研究成果,并对进一步研究的方向进行了简要评论。     

中国商业银行在美并购法律问题研究

美国是中国商业银行海外拓展的重要市场,并购是中国商业银行拓展美国市场的重要方式。并购涉及大量法律问题,而中关法律体系差异较大,使得中国商业银行在关并购过程中的法律问题显得更加突出。本文根据美国的成文法规定和司法实践,对法定合并与三角合并、股权收购与资产收购等并购方式及其特点进行比较,进而从中国商业银行在美并购的实际需要...     

Expected earnings growth and the cost of capital: an analysis of accounting regime change in the European financial market

This study focuses on the relation between the cost of equity capital and earnings expectations when the properties of accounting that determine earnings vary across different regulatory regimes. More particularly, it addresses the European setting where different types of GAAP regime have continued to function in the presence of the gradual harmonization of the underlying legal framework, and where the adoption of internationally recognized accounting standards by certain firms has anticipated the requirement for International Financial Reporting Standards. On the basis of estimates of the cost of equity that are implied by analysts' earnings forecasts, the article provides evidence that financial market integration may have already contributed to mitigating the economic consequences of accounting diversity, and that switching to IFRS could have a short lived impact on capital markets. Moreover, based on firm level transparency and disclosure rankings provided by Standard and Poor's, it is shown how the quality of financial reporting conditions the implied cost of equity under different GAAP.     

TOWARD A GLOBAL MODEL OF VENTURE CAPITAL?

While the U.S. still accounts for about two‐thirds of the world's total private equity fund‐raising and investment, other countries have been adopting American practices and are experiencing significant growth in their private equity markets. In fact, a case can be made that a global market for venture capital and private equity is emerging, at least in Western Europe and North America, where venture markets are seeing significant convergence in funding levels, investment patterns, and realized returns. To date, however, the European Union has had little success in establishing community‐wide commercial laws, taxation regimes, or corporate governance policies, so each country's private equity funds are organized in segmented national markets, and investment also tends to be largely localized. The Asian markets are even more fragmented: venture capital shows no sign of taking root in Japan, and China lacks the basic legal infrastructure needed to support a vibrant venture capital market. Venture capitalists create value through their role as active investors, and government and business leaders around the world have come to realize that venture capital and private equity investing can be a significant force in promoting economic development and technological progress. In general, countries with English common law codes offer greater protection to inves‐tors; the ratio of venture capital spending to GDP for common law countries is nearly double that in civil law countries. Government efforts to promote venture capital would probably be better focused on eliminating regulatory road‐blocks, lowering taxes, and provid‐ing a favorable investor climate. In the meantime, it appears that pri‐vate equity fund‐raising and invest‐ment have hit their cyclical lows and are poised to surpass $250 billion globally within three or four years and to reach one‐half trillion dollars by the end of the decade. The author also predicts that India, whose history as a former British colony has given it a common law framework as well as system of elite universities and technical institutes known for the quality of its gradu‐ates, should become one of the five leading venture capital markets by the end of this decade.     

Economic Benefits of Adopting IFRS or US‐GAAP – Have the Expected Cost of Equity Capital Really Decreased?

Abstract:   The question of whether the adoption of International Financial Reporting Standards (IFRS) results in measurable economic benefits is of special interest, particularly in light of the European Union's adoption of IFRS for listed companies. In this paper, I investigate the common conjecture that internationally recognised financial reporting standards (IAS/IFRS or US‐GAAP) reduce the cost of capital for adopting firms. Building on Leuz and Verrecchia (2000) , I use a set of German firms that have adopted such standards and investigate the potential economic benefits of this reporting strategy by analysing their cost of equity capital through the use and customisation of available implied estimation methods. Evidence from the 1993–2002 period fails to document lower expected cost of equity capital for firms applying IAS/IFRS or US‐GAAP. During the transition period I analyse, the expected cost of equity capital in fact appear to have rather increased under non‐local accounting standards.