证券公司股权激励改革的路径及模式选择

本文认为，激励不足是目前我国证券公司中存在的最大问题。研究表明，证券公司人力资本的所有者拥有证券公司的所有权是一个必然的趋势，WTO过渡期结束后，国内券商必须探索适应市场竞争要求的、与国际接轨的股权激励方式。从我国证券行业发展和外部环境的变化来看，实施股权激励计划是可行的。在激励机制的实际方案设计上，可考虑对管理层主要实行股权激励，对员工实施持股计划。     

证券公司非股权激励约束模式设计

目前我国证券市场的弱有效性可能使一些证券公司的股权激励约束设计成为一种陷阱,必须重视非股权形式的激励约束设计,其中主要有七种模式,包括奖金账户制激励约束,职位消费激励约束,延期到退休后支付计划激励约束,声誉激励约束,媒体激励约束,防范老鼠仓风险的证券自营制度激励约束,罢免与解雇激励约束。     

股权直接投资：证券公司新的盈利模式

证券公司的创新业务虽有发展,但对总利润贡献仍微乎其微,股权直接投资将是证券公司新的盈利点。本文首先介绍了国外私募股权基金的特点,接着比较了目前证券公司开展股权直接投资的两种模式,最后指出当前急需解决的一系列问题。     

市场结构、股权结构与证券公司成本效率——基于PR模型的静态、动态考察

本文基于静态、动态PR模型,对我国证券业、创新类及规范类证券公司的市场结构进行测度,运用SFA法测度证券公司的成本效率,进而实证分析市场结构、股权结构与证券公司成本效率之间的关系。结果显示:2006-2010期间我国证券业的市场结构为垄断竞争,且创新类证券公司之间的市场竞争比规范类证券公司之间的竞争要激烈得多。市场结构指标——市场竞争度与证券公司效率之间是一种倒U型关系。国有性质证券公司的效率低于非国有性质证券公司的效率,股权性质对规范类证券公司效率的影响更明显;股权集中度与证券公司效率之间是一种U型关系,并且,股权集中度对创新类证券公司影响较大。     

私募股权投资中对赌协议的研究

中国创业生态不断变化,各种优惠政策激励着创业者与资本的结合;私募股权投资市场更是受到政策的直接影响,募资门槛不断放开,投资空间逐渐释放,退出渠道更加通畅,而随着证券公司、保险公司等相继获批进入PE市场,私募股权投资行业已成为中国经济体最活跃的组成部分。本文从私募股权投资中的对赌协议入手,着重分析了对赌协议的风险和运用过程中的注意事项。     

基于X-效率理论的证券公司激励约束机制分析

证券公司的激励约束机制是完善公司治理的重要内容,构建有效的激励约束机制有利于提高证券公司管理效率.本文从X-效率理论视角分析了证券公司激励约束机制存在的问题,并提出了完善证券公司激励约束机制的对策,从而降低内部X效率     

直接股权投资创业投资资产证券化QDII对证券公司的积极影响

推动证券公司开展业务和产品创新,可以为证券公司开辟新的业务领域,增加业务种类,有利于证券公司扩大业务范围,拓展业务空间,调整并优化业务结构和收入结构,进而构建新的、有效的盈利模式,培育新的利润增长点。目前我国证券公司对可实现业务和产品创新的需求主要有直接股权投资、创业投资、资产证券化、QDII、股指期货、融资融券等,下面就直接股权投资、创业投资、资产证券化、QDII等加以论述。     

证券公司上市与股票期权激励约束模式构建探析

股票期权激励约束模式对委托人与代理人具有有效的激励约束相容水平,证券公司上市为其构建股票期权激励约束模式提供了重要条件,股票期权制度能促进证券公司完善治理结构,促使高级管理人员关注公司长期发展,也有利于证券公司实施人才战略。证券公司股票期权模式构建路线依次为明确股票期权管理机构和实施对象,确定股票期权一般原则和形式,确定股票期权比例、授予时机、股票来源、行权价格和限制期。     

非高管股权激励与企业创新:公平理论视角

股权激励管理办法允许上市公司通过股权激励计划对部分非高管员工进行股权激励,但设定激励对象等方面的有关规定对企业的影响却鲜有研究关注。本文从公平理论视角分析我国非高管员工股权激励对上市公司创新的影响,并依据中国上市公司股权激励计划与专利数据实证检验了非高管员工股权激励有效性假说与不公平假说。研究发现,总体上我国股权激励计划能够显著促进企业创新,但非激励员工因薪酬不公平而产生的消极行为在一定程度上削弱了股权激励计划的激励效果。具体而言,在国有控股上市公司以及激励与非激励员工收入差距小的上市公司中,非高管股权激励弱化企业创新的影响明显小于其他公司;而在非高管员工覆盖比例较高的公司中,非高管股权激励计划弱化企业创新的影响不存在。因此适当提高员工股权激励覆盖的范围可以减少激励员工与非激励员工之间因激励错配导致的薪酬不公平问题,有助于提升我国上市公司股权激励计划的创新激励效果。     

民营上市公司股权激励存在的主要问题与对策

民营上市公司是股权激励最为积极的实践者.股权激励是促进民营上市公司长期、健康、可持续发展的比较理想的薪酬激励机制.实践中民营上市公司尚存股权激励操纵现象,在股权激励管制、股权激励方案设计、股权激励配套措施等方面尚存不足,在二级市场股价评价功能作用不能有效发挥对股票期权的激励作用有一定影响.要使民营上市公司的股权激励更富有成效,建议适当放松管制,提高民营公司股权激励自主性;提升股权激励计划的有效性;为股权激励提供必要的配套制度保障;强化股权激励内在约束机制,保护中小股东的利益;加强证券市场的有效性建设.     

LEVERAGE,RISK-SHIFTING INCENTIVE,AND STOCK-BASED COMPENSATION

Outstanding risky debt provides risk-shifting incentives for managers fully aligned with stockholders. Earlier research shows that the risk-shifting incentive can be eliminated by using a stock-based compensation design to align managers' and stockholders' interests. I show that stock options as well as compensation designs that align managers' and bondholders' interests eliminate the risk-shifting incentive. Although a stock-based compensation design is not a unique mechanism to eliminate the pure risk-shifting incentive, it is essential where managers of levered firms are known to consume a portion of the investment outlay as perquisites.     

Using Available-for-sale Securities to Smooth Earnings: Evidence from China

Utilizing a large sample of non-financial public firms in China from 2009 to 2016, we find robust evidence that non-financial firms smooth their earnings through realized gains and losses on available-for-sale (AFS) securities. This effect is more pronounced for firms with weaker internal and external corporate governance. Firms with an incentive to manipulate up their earnings are also less likely to smooth earnings through AFS securities. Moreover, firms with more accrual earnings management or real earnings management tend to smooth earnings to a greater extent through AFS securities. Firms smooth earnings only when their net income is positive or when net income is negative and the gains from AFS securities are large enough to offset negative earnings. We do not find supporting evidence for engaging in big bath earnings management through the realization of losses on AFS securities. These findings suggest that gains and losses on AFS securities allow non-financial firms to actively smooth their earnings. Last, the accounting standards amendments in 2017 that essentially disable earnings smoothing through AFS securities increase price efficiency.     

Alternative explanations for the association between market values and stock-based compensation expenditure

The relation between stock-based compensation and market values has been tested previously in the literature, but the empirical findings are inconsistent: both negative and positive relations have been documented. The objective of this study is to provide an explanation for why both negative and positive relations between stock-based compensation expenditure and market values can be consistent with rational markets.We argue that stock-based compensation can be used either as a reward for past performance or as an incentive for future performance. We predict that there is a negative relation to market values when stock-based compensation is granted primarily as a reward to chief executives for past performance, while there is a positive relation when stock-based compensation is used to provide incentives for enhanced future performance. This prediction is tested on a sample of 259 firm-year observations for the period 1999–2004 using an instrumental variables approach, where the sample is classified into the ‘reward’ and ‘incentive’ groups on the basis of prior period performance and option characteristics. Our findings are that there is a positive association between stock-based compensation expenditure and market values for the ‘incentive’ group, but we find overall an insignificant relation for the ‘reward’ group. A number of sensitivity tests confirm the main findings.     

Executive stock-based compensation and firms’ cash payout: the role of shareholders’ tax-related payout preferences

We hypothesize that the structure of executive stock-based compensation helps to align managers’ payout choices with shareholders’ tax-related payout preferences. Specifically, stock options, which are not dividend-protected, can deter self-interested executives from using dividends as a form of payout. In contrast, restricted stock, which is dividend-protected, is more likely to induce the use of dividends. Relatedly, shareholders’ preferences for dividends, which are taxed as ordinary income, can depend on the income tax consequences of dividends relative to those of long-term capital gains. To test our hypothesis, we investigate whether the exogenous changes in shareholders’ tax-related payout preferences following the 2003 dividend tax rate reduction result in predictable shifts in executive stock-based compensation and in managers’ payout choices. Consistent with our prediction, we find a positive relation between the increased use of dividends in firms’ payouts and the increased (decreased) use of restricted stock (stock options) in executive compensation, particularly for firms with a greater percentage ownership by individual investors and with lower costs associated with modifying the structure of their compensation plans. Our investigation of the role of shareholders’ tax-related payout preferences in the design of executive stock-based compensation extends the prior literature that has largely focused on the role of incentive contracts in inducing managerial effort, risk taking, and retention.     

Expensing stock-based payments: A material concern?

Using SFAS 123 disclosures, Botosan and Plumlee [Botosan, C., & Plumlee, M. (2001). Stock option expense: The sword of Damocles Revealed. Accounting Horizons, 15, 311-327] find that if stock-based compensation were to be expensed rather than not recognised on the face of financial statements, the impact on key measures used to assess the performance of the fastest growing US firms would be material. Street and Cereola [Street, D. L., & Cereola, S. (2004). Stock option compensation: impact of expense recognition on performance indicators of non-domestic companies listed in the U.S. Journal of International Accounting, Auditing and Taxation, 13, 21-37] subsequently also use SFAS 123 disclosures to determine that the average impact of expensing stock-based compensation on diluted EPS for non-US domiciled firms listed on US exchanges will be material and approximately 40%. In this paper, we examine whether these findings apply across international borders to firms that are required from 2005 to adopt IFRS 2 Share-Based Payment to expense stock-based payments, and across a broad range of industries and firms’ growth phases. Based on Australian Stock Exchange-listed firms’ 2002 stock-based compensation disclosures of the value of options granted to directors and the top 5 executives, the expensing of options will have a significant negative effect on approximately 20% of our sample firms’ financial performance ratios. It appears that the materiality of the impact is neither industry specific nor restricted to high growth firms. As the IFRS 2 expensing requirement extends to stock-based compensation issued to all employees, our findings are conservative estimates of the impact. The findings suggest that a stock-based compensation accounting policy change will affect recognised financial numbers and could have consequential ramifications for contractual specifications and valuations of firms across a range of industries and growth phases. Our sample of Australian firms provides an interesting context for the study, since these firms have neither traditionally expensed nor necessarily disclosed stock-based payments but from 2005, all stock-exchange listed Australian firms will be at the forefront of IFRS 2 adoption.     

Non-uniform effects of CEO equity-based compensation on firm performance – An application of a panel threshold regression model

We use panel-data threshold models to examine the non-uniform relation between Chief Executive Officer (CEO) equity-based compensation and earnings-based performance. Prior studies examining this very issue have arbitrarily adopted various exogenous criteria to partition the sample, and thus the inferences could be misleading. To address this issue, we employ the threshold regression models that allow the data itself to endogenously generate several regimes identified by the thresholds. Our empirical results show that not only is the positive impact of CEO equity incentives on firm performance more pronounced for companies with lower and moderate levels of CEO stock-based incentive pay, but also for less-profitable firms. The results are consistent with the position that excessive equity-based awards are unable to benefit firm performance, and that share-based compensation is more effective for start-up firms with low profit.     

Disclosure Decisions by Firms and the Competition for Price Efficiency

This paper develops a model of the relationship between investment decisions by firms and the efficiency of the market prices of their securities. It is shown that more efficient security prices can lead to more efficient investment decisions. This provides firms with the incentive to increase price efficiency by voluntarily disclosing information about the firm. Disclosure decisions are studied. It is shown that firms may expend more resources on disclosure than is socially optimal. This is in contrast to the concern implicit in mandatory disclosure rules that firms will expend too few resources on disclosure.     

Corporate Reorganizations and Non-Cash Auctions

This paper extends the theory of non-cash auctions by considering the revenue and efficiency of using different securities. Research on bankruptcy and privatization suggests using non-cash auctions to increase cash-constrained bidder participation. We examine this proposal and demonstrate that securities may lead to higher revenue. However, bidders pool unless bids include debt,which results in possible repossession by the seller. This suggests all-equity outcomes are unlikely and explains the high debt of reorganized firms. Securities also inefficiently determine bidders' incentive contracts and the firm's capital structure. Therefore, we recommend a new cash auction for an incentive contract.     

Stock-based managerial compensation,price informativeness,and the incentive to overinvest

This paper investigates the relationship among a firm's managerial incentive scheme, the informativeness of its stock price, and its investment policy. It shows that the shareholders' concerns about the effectiveness of stock-based compensation can lead to overinvestment. However, unlike other explanations in the literature, our results are neither caused by suboptimal incentive contracts nor do they rely on the assumption that managers are “empire builders.” Rather, overinvestment serves to induce information production by outside investors. By accepting positive and negative NPV projects, a firm effectively increases the market's uncertainty about its cash flow, thereby giving traders more incentives to become informed.