Can governance help in making an IPO “successful”? New evidence from Europe

This paper investigates the determinants of a “successful” IPO from a corporate governance perspective upon a representative sample of European listings from 2000 to 2015. We use an extensive dataset of market performance, financial data, and corporate governance characteristics to run the investigation. Differently from previous studies, our analysis embraces both a short‐term perspective and a medium–long‐term perspective, where the board of directors seems to perform different tasks, moving from a value creation to a value protection strategy. Among the others, we find that board size, board independence, and their qualifications, together with their experience in other boards, are associated with a positive performance of the IPO in a short‐term horizon and in the medium–long‐term period, although significant differences emerge among those time perspectives.     

Determinants and Valuation Implications of Compulsory Stock Option Disclosures in a Weak Regulatory Setting—The Case of France

Using a sample of listed French firms in 2005, the year of mandatory IFRS adoption in the European Union (EU), we investigate the determinants of disclosure compliance of stock option expenses under IFRS 2, Share‐based Payment. Stock options are a popular means of executive compensation in France relative to other EU countries. Prior to 2005, French accounting standards and corporate governance regulations did not require recognition of option expense amounts and required minimal supplementary disclosures. There was also a perception that enforcement was imperfect, in particular with respect to IFRS 2. Given this setting, we explore what factors influence the willingness of firms to follow compulsory IFRS requirements in a weak regulatory setting. We find that overall compliance with IFRS 2 disclosure requirements increases with U.S. and U.K. institutional ownership, U.S. cross‐listing, provision of English language statements, and decreases with CEO and family ownership of the firm. We also investigate how stock market prices are affected by the recognition and disclosure of stock option expenses according to IFRS 2 in this regulatory setting and find that investors value option expenses positively, particularly when accompanied by high‐disclosure compliance. Our findings have implications for other jurisdictions in the process of adopting or converging to IFRS.     

Accounting for Employee Stock Options: What Can We Learn from the Market's Perceptions?

The scope of this is paper is to provide new empirical evidence on the value relevance of employee stock options (ESOs) in Europe. We show, empirically, that the market participants when pricing a firm's equity place approximately the same valuation weights on the ESO‐deferred compensation expense (the so called “ESO asset”) and the compensation option liability (the so called “ESO liability”). Our empirical findings support the theoretical work of Ohlson and Penman who suggest that the deferred compensation expense be treated as a contra‐liability. The second contribution of our work rests on the nature of the ESO expense. We show that the distinction between persistent and non‐persistent ESO expenses is of critical importance for the market participants. Accordingly, an improved accounting disclosure should assist the investors in assessing the long‐term goals of the ESO plans at the firm level.     

Incentive Alignment,CEO Pay Level,and Firm Performance: A Case of “Heads I Win,Tails You Lose”?

In recent years, rewarding CEOs with long‐term forms of compensation (e.g., stock options, performance plans, restricted stock) has become more popular than using year‐end pay adjustments. Surprisingly, there is little empirical evidence to support the benefits of this trend. This study found that the benefits of long‐term compensation flowed primarily to CEOs as they received significantly greater levels of total compensation than CEOs in firms that emphasized year‐end pay adjustments. Paradoxically, however, firms that emphasized year‐end pay adjustments performed significantly better than firms that were heavy users of long‐term forms of contingent compensation. © 2001 John Wiley & Sons, Inc.     

Pay for Talk: How the Use of Shareholder‐Value Language Affects CEO Compensation

The language that signals conformity to a prevailing norm can contribute to the appearance of managerial competency and organizational legitimacy. We argue that top corporate managers’ use of language that is congruent with a prevailing norm leads the boards of directors to evaluate the managers more favourably and to grant a higher level of compensation. We test this argument by analysing the letters to shareholders from 334 US firms and examine the CEOs’ expression of the shareholder value principle, which is a prevailing model of corporate governance in the USA. We found that the use of shareholder‐value language is significantly related to a higher level of CEO compensation and that the effect of shareholder‐value language is greater when shareholder activism is stronger.     

Anticipating Long‐Term Stock Market Volatility

We investigate the relationship between long‐term US stock market risks and the macroeconomic environment using a two‐component GARCH‐MIDAS model. Our results show that macroeconomic variables are important determinants of the secular component of stock market volatility. Among the various macro variables in our dataset the term spread, housing starts, corporate profits and the unemployment rate have the highest predictive ability for long‐term stock market volatility. While the term spread and housing starts are leading variables with respect to stock market volatility, for industrial production and the unemployment rate expectations data from the Survey of Professional Forecasters regarding the future development are most informative. Copyright © 2014 John Wiley & Sons, Ltd.     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

Does CEO compensation matter in boosting firm performance? Evidence from listed French firms

The paper investigates the impact of chief executive officer (CEO) compensation on firm performance from a sample of 155 listed French companies on SBF 120, over 2009–2018. Findings suggest that an increase in CEO compensation seems to improve the accounting‐based firm performance, nevertheless it hurts the firm stock market value. More pronounced results are reported when we control for sector compensation interactions. We argue that attractive compensation may improve the executive services in achieving shareholders' objectives, but investors seem to not appreciate a CEO compensation increase. Based on the agency theory, it might be argued that investors fear possible executive opportunistic behavior encouraging them to enjoy overcompensation .     

Evaluating Form and Functionality of Pay‐for‐Performance Plans: The Relative Incentive and Sorting Effects of Merit Pay,Bonuses, and Long‐Term Incentives

Using two‐year longitudinal data from a large sample of US employees from a service‐related organization, the present study investigates the relative effects of three forms of pay‐for‐performance (PFP) plans on employees’ job performance (incentive effects) and voluntary turnover (sorting effects). The study differentiates between three forms of pay: merit pay, individual‐based bonuses, and long‐term incentives. By definition, these PFP plans have different structural elements that distinguish them from each other (i.e., pay plan form) and different characteristics (functionality), such as the degree to which pay and performance are linked and the size of the rewards, which can vary both within and across plan types. Our results provide evidence that merit raises have larger incentive and sorting effects than bonuses and long‐term incentives in multi‐PFP plan environments where the three PFP plans are operating simultaneously. Only merit pay has both incentive and sorting effects among the three PFP plans. The implications for the PFP‐related theory, as well as for the design and implementation of PFP plans, are discussed. © 2015 Wiley Periodicals, Inc.     

多元化经营对公司绩效的影响研究

本文假设企业规模在多元化经营与企业绩效的影响关系中具有中介作用,提出"多元化程度—公司规模—公司绩效"的变量模型;利用中国制造业上市公司2008～2010年的数据,通过横截面分析和面板数据分析对该模型进行实证检验。横截面分析结果表明,多元化经营对公司会计绩效产生负向影响,并且公司规模在其中具有部分中介作用,但对公司市场价值并不产生显著影响;面板数据分析结果显示,多元化经营对公司会计绩效和市场价值的影响都不显著。     

A Respecified Fama French Three‐Factor Model for the New European Union Member States

This study uses factor models to explain stock market returns in the Eastern European (EE) countries that joined the European Union (EU) in 2004. In line with other studies, we find that the market value of equity component in the Fama French (1993) three‐factor model performs poorly when applied to our emerging markets dataset. We propose a significant amendment to the standard three‐factor model by replacing the market value of equity factor with a term that proxies for accounting manipulation. We show that our three‐factor model is able to explain returns in the EE EU nations significantly better than the Fama French (1993) three‐factor model, hereby offering an alternative model for use in the numerous markets in which previous studies have found little correlation between market value of equity and equity returns.     

CEO compensation and the seasoned equity offering decision

Empirical research on seasoned equity offerings indicates that the decision to make an SEO typically engenders a decline in firm value, as investors interpret this decision as a signal of poor financial health or that the stock is overpriced. Here, we add to the literature by analyzing the short‐term market reaction to SEO announcements and the chief executive officer's link to firm performance (i.e. the proportion of CEO equity‐based compensation). Results support the hypothesis that investors are more likely to view the announcement of an SEO as a last resort source of capital when the proportion of CEO equity‐based compensation is high. In such cases of high equity‐based compensation, our findings indicate that the SEO announcement provides an incremental signal of financial distress above that provided by financial statements. We also find this relationship (last resort signal) to be stronger when large information asymmetries exist between management and investors. Thus, managers should consider the ramifications of executive compensation structure when considering whether to make an SEO. Copyright © 2006 John Wiley & Sons, Ltd.     

Transaction Costs,Option Prices,and Model Risk in Fair Value Accounting

This paper examines the reliability of option fair value estimates in the presence of transaction costs. The Black Scholes Merton (BSM) framework assumes zero transaction costs and thus might not provide a reasonable approximation in this context. We investigate the model adjustments companies make to their BSM models to deal with these transaction costs. We specifically examine Employee Stock Option (ESO) plans listed on the French stock exchange, as detailed disclosure on modeling is available for these ESOs. Our analysis questions the reliability of these model adjustments, especially their bias and the extent to which they provide a faithful representation of option fair values. Holding parameter values constant, we find that the model adjustments lead to a median understatement of 52% compared to the BSM model price, higher than the discount we observe for the opportunistic determination of model parameters (below 20%). The paper contributes to the fair value literature by highlighting model risk in the fair valuation of options. This model risk stems from assumptions made about the size of transaction costs and complements the notion of parameter risk analyzed in previous literature. As a result, the model itself might be a possible channel for fair value management.     

对我国推行股票期权的几点思考

股票期权是欧美国家企业普遍采用的一种薪酬形式。从理论上看,它有利于完善我国经营者激励机制、促进国有企业改革的发展。然而,目前我国推行实施规范股票期权的基本条件还很不成熟。在这种情况下,不适宜凭着单纯的热情大规模推广股票期权。从根本上说,推行股票期权有待于国有企业改革自身的完善。     

经理人股票期权会计问题研究

近年来,经理人股票期权激励机制在我国开始实施,如何在借鉴国外已有的先进经验的基础上,根据我国现有国情和“本土化”的股票期权计划的发展程度构建的我国股票期权会计制度就成为迫切需要解决的课题。本文认为我国经理人股票期权应当费用化确认,同时采用服务单位法在经理人提供服务期间进行摊销;选择公允价值为计量基础,行权日为计量日;采用公允价值法计算考虑经理人股票期权稀释效用后的每股收益并进行充分的信息披露。     

The effect of ESOP adoptions on corporate performance: are there really performance changes?

Employee Stock Ownership Programs (ESOPs) have long been promoted as a motivational tool: employees become profit‐minded owners. Latterly, however, more ESOPs are being used as part of a takeover defense: here the ESOPs main purpose is to put more company stock in friendly hands—the employees—who, like existing management, could suffer layoffs, etc. in a hostile takeover. We find that, as a group, only the takeover‐related ESOPs are associated with increased leverage (itself a takeover defense). Non‐target firms show no long‐term increase in debt‐to‐assets. We find little evidence to support the motivation hypothesis: while actual labor costs are lower for ESOP firms, after industry‐adjusting they tend to be unaffected or higher. We find that a few measures of firm financial performance [return‐on‐equity (ROE), return‐on‐assets (ROA), net profit margin (NPM)] do improve significantly, but this appears to be largely a short‐term effect. Industry‐adjusted holding period returns appear to be unaffected by the ESOP; however, ESOP firms that leverage show evidence of long‐term market underperformance. We conclude that ESOPs provide, at best, only a short‐term boost to corporate performance. Copyright © 2000 John Wiley & Sons, Ltd.     

Too Good to be True: Board Structural Independence as a Moderator of CEO Pay‐for‐Firm‐Performance

Whether voluntary or mandatory in nature, most recent corporate governance codes of best practice assume that board structural independence, and the application by boards of outcome‐based incentive plans, are important boundary conditions for the enforcement of Chief Executive Officer (CEO) pay‐for‐firm‐performance; that is, for optimal contracting between owners and executive agents. We test this logic on a large Australian sample using a system Generalized Method of Moments (GMM) approach to dynamic panel data estimation. We find that Australian boards exhibiting best practice structural arrangements – those chaired by non‐executives and dominated by non‐executive directors at the full board and compensation committee levels – are no more adept at enforcing CEO pay‐for‐firm‐performance than are executive‐dominated boards. These findings suggest that policy makers' faith in incentive plans and the moderating influence of structural independence per se may be misplaced. Our findings also hold significant implications for corporate governance theory. Specifically, the findings lend further support to a contingency‐based understanding of board composition, reward choice and monitoring; an approach integrating the insights afforded by behavioural approaches to Agency Theory and by social‐cognitive and institutional understandings of director outlook, decision‐making and behaviour.     

It is merely a matter of time: A meta‐analysis of the causality between environmental performance and financial performance

Research on the relationship between corporate environmental performance (CEP) and financial performance (CFP) continuously receives high attention in both general media and academic publications. One central issue concerns the causal effects between the two constructs. Because existing primary literature is characterized by its heterogeneous study designs and mixed empirical evidence, the aim of this paper is to explicitly shed light on the causality effects between CEP and CFP by means of a meta‐analysis of 893 empirical estimates from 142 CEP–CFP studies. Our findings suggest that in the short run (1 year), financial resources can increase a firm's environmental performance as proposed by the slack resources hypothesis; however, the effects disappear in the long run (after more than 1 year). Conversely, increasing environmental performance has no short‐term effect on a corporate financial performance, whereas a firm significantly benefits in the long term, which is in accordance with the Porter hypothesis. Overall, our results show that the causality between environmental performance and financial performance depends on the time horizon.     

股权激励方式对审计需求影响的实证研究

分析股票期权和限制性股票两种股权激励方式对于审计需求的影响,并采用上市公司数据检验相关结论,结果表明:在股票市场行情不被看好时,由于被激励人对期权价值的悲观预期,股票期权的治理作用较弱,与审计需求负相关;同时,与股票期权相比,限制性股票有着更好的公司治理作用和较高的审计需求。上市公司治理层在选择股权激励时候,应当注意激励方式的选择,考虑股市行情带来的期权价值预期对股权激励效果的影响。     

Investment decisions and managerial compensation design in the presence of product market rivalry

We consider an economy where firms operate in an imperfectly competitive industry and mutually affect each others’ investment opportunities. Each firm is assumed to face a mutually exclusive choice of investing in either a short‐ or a long‐term project. For example, firm i's commitment to a short‐term project cuts into firm j's market in the short‐term but frees‐up firm j's long‐term market, and vice versa. Our results show that, even in the absence of an owner–manager conflict, the owner anticipates the product market rivalry and optimally compensates their managers with short‐ as well as long‐term compensation. Although the optimal compensation design induces myopic investment decisions, it is shown to be in the owners’ best interest. Copyright © 1999 John Wiley & Sons, Ltd.