Corporate Restructuring in Response to Performance Decline: Impact of Ownership, Governance and Lenders

Firms in performance decline may choose a variety of restructuringstrategies for recovery with conflicting welfare implicationsfor different stakeholders such as shareholders, lenders andmanagers. Choice of recovery strategies is therefore determinedby the complex interplay of ownership structure, corporate governanceand lender monitoring of such firms. For a sample of 297 U.K.firms experiencing relative stock return decline during 1987–93,we examine the impact of these factors as well as other controlfactors on their turnaround strategies. Strategy choices duringthe decline year and two post-decline years are modelled withlogit regressions. Our results show that turnaround strategychoices are significantly influenced by both agency and controlvariables. While there is agreement among stakeholders on certainstrategies there is also evidence of conflict of interests amongthem. Thereis further evidence of shifting coalitions of stakeholdersfor or against certain strategies.     

The Voluntary Restructuring of Large Firms In Response to Performance Decline

Much of the research on corporate restructuring has examined the causes and aftermath of extreme changes in corporate governance such as takeovers and bankruptcy. In contrast, we study restructurings initiated in response to product market pressures by “normal” corporate governance mechanisms. Such “voluntary” restructurings, motivated by the discipline of the product market and internal corporate controls, will play a relatively more important role in the 1990s due to a weakening in the discipline of the takeover market. Our data suggest that the firms retrenched quickly and, on average, increased their focus. There is no evidence of abnormally high levels of forced turnover in top managers. There is, however, a significant and rapid cut of 5% in the labor force. Further, the cost of goods sold to sales and labor costs to sales ratios both decline rapidly, more than 5% in the first two years after the negative earnings. The firms cut research and development, increased investment, and also reduced their debt/asset level by over 8% in the first year after the negative earnings. We also document the reasons management and analysis reported for the negative earnings. Overwhelmingly the firms blame bad economic conditions and, to a lesser extent, foreign competition.     

国有产权、公司特征与困境公司绩效

尽管众多研究表明国有产权在公司正常经营期间会降低绩效,但一旦陷入财务困境,源于国有产权的预算软约束却可以降低财务困境成本,从而有利于国有公司。本文以1999—2005年期间发生财务困境的上市公司为研究对象,发现在财务困境期间国有产权对公司绩效具有积极影响,并且当公司规模较小或者财务杠杆较高时,这种积极作用更为明显。     

股权结构、股权再融资行为与绩效

我国上市公司一方面在再融资方式的选择上存在着强烈的股权再融资偏好,另一方面却是股权再融资的绩效低下。本文认为我国上市公司特有的股权结构是上市公司过度的股权再融资行为和再融资绩效低下的根本原因,并据此提出了相应的政策建议。     

Ownership, Governance, and Bank Performance: Korean Experience

The paper examines the effect of ownership and governance on firm performance. Tracing the post financial crisis experience, 1998–2002, of the Korean commercial bank industry, the paper investigates whether the involvement of foreign investors in the ownership structure had any significant effect on the banks' performance i.e., return and risk measures. Further, it examines the effects of the presence of outside directors, especially directors from foreign countries, in the corporate board structure impacts banks performance. Evidence indicates that the extent of the foreign ownership level, not the mere existence of foreign ownership, has a significant positive association with the bank return and a significant negative association with the bank risk. The number of outside board of directors does not have any significant affect on performance however the presence of a foreign director on that board is significantly associated with bank return and risk. These findings are relatively robust under the different specifications of performance measures.     

所有权、公司治理结构与会计信息质量——基于契约理论的现实思考

公司治理结构本质上是一个关于企业所有权安排的契约。剩余索取权与控制权的对称性分配是企业治理的效率所在。高质量的会计信息在利益相关者关于企业治理结构的产权博弈中发挥着重要作用 ,而会计信息质量本身又受到了这种产权博弈结果的影响。本文以契约理论为基础 ,对公司治理结构与会计信息质量的相互作用机理进行探讨 ,并结合我国转轨经济的特点进行分析 ,以期为治理结构优化与会计信息质量的提高提供帮助。     

Labor and Corporate Governance: International Evidence from Restructuring Decisions

Our results highlight the importance of interaction among management, labor, and investors in shaping corporate governance. We find that strong union laws protect not only workers but also underperforming managers. Weak investor protection combined with strong union laws are conducive to worker–management alliances, wherein poorly performing firms sell assets to prevent large-scale layoffs, garnering worker support to retain management. Asset sales in weak investor protection countries lead to further deteriorating performance, whereas in strong investor protection countries they improve performance and lead to more layoffs. Strong union laws are less effective in preventing layoffs when financial leverage is high.     

股权性质、连锁董事与公司绩效

以2005~2012年中国上市公司为样本构建面板数据,研究在不同股权结构的公司中连锁董事对公司绩效的影响,结果发现：连锁董事在董事会中所占比例与公司绩效呈正相关;具有丰富社会资源与经验的连锁董事在国有股权比例高的企业可带来较高的边际效应;国有股权所占比例高的企业,连锁董事在董事会中所占比例越高。     

Corporate Raiders,Performance and Governance in Europe

I analyse 136 block purchases made by corporate raiders in Europe between 1990 and 2001. Contrary to the hypothesis that these investors expropriate the target companies, there is a positive market reaction to the first public announcement of these purchases. In the long‐run, raiders earn an abnormal profit when they sell their stakes. When they still held their positions at the end of the sample period, abnormal returns were insignificant. Raiders' activities do not improve operating performance. The findings are consistent with superior stock picking ability among these investors, but do not support the hypothesis that raiders are governance champions.     

Changes in Korean Corporate Governance: A Response to Crisis

In the last months of 1997, the value of the Korean currency lost over half its value against the dollar, and the ruling party was swept from power in presidential elections. One of the fundamental causes of this national economic crisis was the widespread failure of Korean companies to earn their cost of capital, which contributed to massive shareholder losses and calls for corporate governance reform. Among the worst performers, and hence the main targets of governance reform, were family‐controlled Korean business groups known as chaebol. Besides pursuing growth and size at the expense of value, such groups were notorious for expropriating minority shareholders through “tunneling” activities and other means. The reform measures introduced by the new administration were a mix of market‐based solutions and government intervention. The government‐engineered, large‐scale swaps of business units among the largest chaebol—the so‐called “big deals” that were designed to force each of the groups to identify and specialize in a core business—turned out to be failures, with serious unwanted side effects. At the same time, however, new laws and regulations designed to increase corporate transparency, oversight, and accountability have had clearly positive effects on Korean governance. Thanks to reductions in barriers to foreign ownership of Korean companies, such ownership had risen to about 37% at the end of 2006, up from just 13% ten years earlier. And in addition to the growing pressure for better governance from foreign investors, several newly formed Korean NGOs have pushed for increased transparency and accountability, particularly among the largest chaebol. The best governance practices in Korea today can be seen mainly in three kinds of corporations: (1) newly privatized companies; (2) large corporations run by professional management; and (3) banks with substantial equity ownership in the hands of foreign investors. The improvements in governance achieved by such companies—notably, fuller disclosure, better alignment of managerial incentives with shareholder value, and more effective oversight by boards—have enabled many of them to meet the global standard. And the governance policies and procedures of POSCO, the first Korean company to list on the New York Stock Exchange—as well as the recent recipient of a large equity investment by Warren Buffett—are held up as a model of best practice. At the other end of the Korean governance spectrum, however, there continue to be many large chaebol‐affiliated or family‐run companies that have resisted such reforms. And aided by the popular resistance to globalization, the lobbying efforts of such firms have succeeded not only in reducing the momentum of the Korean governance reform movement, but in reversing some of the previous gains. Most disturbing is the current push to allow American style anti‐takeover devices, which, if successful, would weaken the disciplinary effect of the market for corporate control.     

Corporate Performance,Corporate Governance and Top Executive Turnover in Finland

This paper empirically investigates how corporate governance forces and firm performance affect top executive turnover in Finnish listed companies. I document an increase in CEO, top management, and board turnover in response to poor stock price performance and operating losses. The sensitivity of the relation between stock price performance and CEO turnover is significantly higher in firms with a two‐tier board structure (when the CEO is not the chairman), but significantly lower when the CEO or a board member is the controlling shareholder. These results suggest that both the ownership structure and the board design have implications for the disciplining of managers.     

中小企业板上市公司股权结构、公司治理与企业绩效:基于随机前沿生产函数的分析

本文通过构建深圳中小企业板上市公司股权结构影响企业绩效的复合随机前沿生产函数,利用2006—2008年面板数据对中小企业的股权结构和企业绩效的关系进行了经验研究,结果表明中小企业的股权集中度与企业绩效之间显著正相关,这与国内文献中对大公司的经验研究结果一致,表明当前上市公司的股权集中有利于公司治理改善和企业绩效的提高。但是第一大股东持股比率却与绩效负相关,这与对大公司的研究结论相反,表明在中小企业中存在较为明显的"隧道挖掘"现象,"一股独大"在中小企业中并不利于公司治理。研究结果还表明,国家、法人、外资或个人对公司治理的绩效无显著差异;流通股比重、高管持股、研发人员投入等都与企业绩效不相关;中小企业具有较强的股权融资倾向,不符合"啄食顺序"的资本结构理论。     

Information,Ownership Structure,and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals

This paper examines how information and ownership structure affect voting outcomes on shareholder-sponsored proposals to change corporate governance structure. We find that the outcomes of votes vary systematically with the governance and performance records of target firms, the identity of proposal sponsors, and the type of proposal. We also find that outcomes vary significantly as a function of ownership by insiders, institutions, outside blockholders, ESOPs, and outside directors who are blockholders. These results suggest that both public information and ownership structure have a significant influence on voting outcomes.     

公司治理 激励机制与业绩评价

本文强调公司治理、激励机制与业绩评价三者的联系对应关系,分析了在不同的公司治理模式下激励机制与业绩评价的特点和内涵。在此基础上,对当前公司治理的国际趋势及其给激励机制与业绩评价带来的影响做进一步展望。     

The Impact of the Malaysian Code on Corporate Governance: Compliance,Institutional Investors and Stock Performance

In 2001, the Malaysian Code on Corporate Governance (MCCG) became an integral part of the Bursa Malaysia Listing Rules, which requires all listed firms to disclose the extent of compliance with the MCCG. Our panel analysis of 440 firms from 1999 to 2002 finds that corporate governance reform in Malaysia has been successful, with a significant improvement in governance practices. The relationship between ownership by the Employees Provident Fund (EPF) and corporate governance has strengthened during the period subsequent to the reform, in line with the lead role taken by the EPF in establishing the Minority Shareholders Watchdog Group. The implementation of MCCG has had a substantial effect on shareholders' wealth, increasing stock prices by an average of about 4.8%. Although there is no evidence that politically connected firms perform better, political connections do have a significantly negative effect on corporate governance, which is mitigated by institutional ownership.     

公司绩效、公司治理与管理者报酬实证研究

本文以中国深、沪两市在2004年上市公司样本作为公司绩效、公司治理与管理者报酬研究对象,从公司绩效、股权结构的安排以及董事会治理三个方面,通过构建最小二乘模型进行多元线性回归,来研究公司内部治理机制对公司管理层报酬的影响。研究结果表明:公司绩效、国有股比例、董事会规模、两职兼任均对管理者报酬产生显著的影响。     

Professors in the Boardroom and Their Impact on Corporate Governance and Firm Performance

We find that companies with directors from academia are associated with higher performance. This relation is driven by professors without administrative positions. We also find that academic directors play an important governance role through their advising and monitoring functions. Specifically, our results show that the presence of academic directors is associated with greater acquisition performance, a higher number of patents and citations, higher stock price informativeness, lower discretionary accruals, lower chief executive officer (CEO) compensation, and higher CEO forced turnover‐performance sensitivity. Overall, our results indicate that academic directors are valuable advisors and effective monitors and firms benefit from having academic directors.     

机构投资者股权对银行公司治理与绩效的影响

在机构投资者对银行进行投资时,不同类型的机构投资者具有不同的表现.其中,QFII、证券公司、社保和保险基金都能影响银行的公司治理,促进其综合业绩的提高;证券投资基金和企业不能对这两个方面产生显著影响.在选择银行股时,证券投资基金注重银行过去综合业绩的表现,企业、社保基金和保险基金注重银行过去市场价值的增长,QFII和证券公司同时考虑了这两个方面.实行银行股权全流通,放松时机构投资者的管制,改革证券交易方面的税收制度,培养机构投资者的投资理念,有利于发挥机构投资者对银行公司治理的积极作用.     

Corporate Equity Ownership and the Governance of Product Market Relationships

We assemble a sample of over 10,000 customer–supplier relationships and determine whether the customer owns equity in the supplier. We find that factors related to both contractual incompleteness and financial market frictions are important in the decision of a customer firm to take an equity stake in their supplier. Evidence on the variation in the size of observed equity positions suggests that there are limits to the size of optimal ownership stakes in many relationships. Finally, we find that relationships accompanied by equity ownership last significantly longer than other relationships, suggesting that ownership aids in bonding trading parties together.     

Corporate Governance and Firm Performance in Iran

This study uses data from companies listed in the Tehran Stock Exchange (TSE) for the years 2005–2006 to investigate the role of corporate governance indices on firm performance. We use board size, board independence, board leadership and institutional investors on the board as corporate governance indices and EPS, ROA and ROE as firm performance surrogates. Our regression results show that board size is negatively associated with firm performance. Moreover, the presence of outside directors strengthens the firms' performance. We find, however, no relationship between leadership structure and firm performance. Likewise, the presence of institutional investors on the board of directors is not positively associated with firm performance.