Corporate Restructuring and Corporate Dissolution of Companies in Financial Distress: Ensuring Creditor Protection. A Comparison of the US,UK and Dutch Models

Where a company is in financial distress, there are two options: rescue of the (viable) company by restructuring or liquidation of the (unviable) company by dissolution. In practice, the most important restructuring procedure is the US Chapter 11. Many European jurisdictions have used Chapter 11 as a source of inspiration for the enactment of their restructuring proceedings. However, in Europe, national restructuring rules vary greatly in respect of the range of procedures available to companies in financial distress aiming at restructuring. Some European jurisdictions do not provide for formal restructuring procedures at all. Unviable companies in financial distress are too broke to restructure. In most European jurisdictions, unviable companies can be dissolved very quickly and cheaply. However, these procedures also differ from each other. Copyright © 2017 INSOL International and John Wiley & Sons, Ltd.     

The Sensitivity of Tests of Asset Pricing Models to the IID-Normal Assumption: Contemporaneous Evidence from the US and UK Stock Markets

Standard tests of asset pricing models are based on the iid -normal assumption. We compare standard test results with those obtained from procedures that do not require iid -normality. Analysing unconditional and conditional asset pricing models, we find that the use of tests that consider departures from the iid -normal assumption affect probability values, sometimes by a considerable amount but that test outcomes are not affected. The results also suggest that issues surrounding the testing of joint hypothesis influence probability values and that the use of appropriate tests may be more important when analysing US data than when analysing UK data.     

Asset Sales, Investment Opportunities, and the Use of Proceeds

This study examines the allocation of cash proceeds following 400 subsidiary sales between 1990 and 1998. Retention probabilities are increasing in the divesting firm's contemporaneous growth opportunities and expected investment. Retaining firms, however, also systematically overinvest relative to an industry benchmark. Shareholder returns to retention decisions are positively correlated with growth opportunities and benchmarked investment, but negatively correlated with benchmarked investment for firms with poor growth opportunities. Shareholder returns to debt distributions are increasing in industry‐benchmarked leverage. Overall, the results of this study cohere with the hypothesized trade‐off between the investment efficiencies associated with retained proceeds and the agency costs of managerial discretion and debt.     

Corporate Governance and Asset Sales: The Effect of Internal and External Control Mechanisms

We investigate firms that sell assets to determine whether corporate governance mechanisms are effective at controlling agency problems. Our evidence shows that these firms have lower managerial ownership and are more likely to make unrelated acquisitions, suggesting weak internal controls. Analysis of insider trading activity shows that, on average, net buying increases before the asset sale and shareholders benefit more when this occurs. Results suggest that how managers reach a given level of ownership provides more information about incentive alignment than just the level of ownership. Our results also highlight the dynamic nature of corporate restructuring as firms acquire and then sell assets.     

美国、英国和以色列三国风险投资业的比较与启示

风险投资业与高新技术产业的发展相辅相成。研究风险投资业的发展是为了向真正的高科技创业企业提供更好的资金支持服务。美国、英国和以色列三个国家风险投资业的发展在世界上具有典型性,通过分析比较三个国家行业发展历史、国内金融生态体系和行业促进政策等三方面内容,从行业供给和需求两个角度阐述风险投资业得以发展的关键因素,从中得到的启发是风险投资业的高速发展不仅需要充沛的资金来源、顺畅的投资退出通道这两个耳熟能详的供给条件,还需要市场上有大量高质量的初创企业这一资金需求方条件,两个条件缺一不可。若一国忽视高质量创业活动的培育机制,则国内的风险投资业也一定会止步不前。     

Bank Debt,Flexibility, and the Use of Proceeds from Asset Sales

In the theory of financial intermediation, bank debt is often characterized as being more readily renegotiable than public debt. Banks are also conjectured to gain valuable non-public information through closer monitoring. Given these features, bank debt can theoretically be more flexible than public debt and can lead to better investment/liquidation decisions. We investigate this possibility using a sample of firms facing the important decision of whether to reinvest the proceeds from asset sales or whether to distribute the proceeds to debtholders. While higher levels of leverage are associated with an increased probability of distributing proceeds to creditors, this relationship is significantly muted for bank debt as opposed to public debt. This finding is consistent with the conjecture that bank debt provides enhanced flexibility when compared to public debt. Further we find that asset sale announcement period abnormal stock returns are increasing in firms’ use of bank debt, but not public debt. This suggests that market participants believe that banking relationships are leading to better decision making for this particular type of investment/liquidation decision. We find no significantly different effects of bank vs. public debt on the initial decision to undertake an asset sale in the first place. Thus, in the context of asset sales, the main observable difference arises in the use of proceeds decision, rather than the initial asset sale decision.     

论企业改制、产权变动过程中的银行债权维护

企业改制、产权变动以重组生产要素、理顺产权关系为出发点，其根本 目的在于增强企业活力，提高企业经营水平和经济效益，以适应市场经济的要求。但在具体实施中，由于存在着一些对企业产权的片面认识，背离了产权改造的初衷，出现了许多扭曲的作法，给银行工作带来了不少困难，加大了银行的经营风险，主要有：     

控制权转移和资产重组：掏空抑或支持——来自中国资本市场的经验证据

本文通过对控制权转移以后上市公司资产重组行为的研究,揭示了资产重组对上市公司业绩的重要影响。并就控制性股东对上市公司“掏空”和“支持”行为特征进行了分析。文中显示,控制权转移以后上市公司的业绩和关联性资产重组有密切关系,上市公司业绩的变化,在一定程度上和控制性股东利用资产重组对上市公司进行“掏空”和“支持”相关联。文中揭示了影响控制性股东掏空或支持上市公司的因素,借此提出相关政策建议。     

Expectations Models of Asset Prices: A Survey of Theory

This paper identifies restrictions on preferences under which various classes of “expectations” theories of asset prices—i.e., uncertainty models of asset prices which coincide with the corresponding certainty theory except that expected future prices replace actual future prices—are valid. Major classes of expectations models surveyed are martingale models, the expectations hypothesis of the term structure of interest rates, and models of exhaustible resources and futures markets. In each case the required restriction is related to the assumptiono f risk—neutrality, but the precise nature of the required restriction is shown to differ significantly among the various classes of expectations theories.     

中美并购重组税制立法原则比较

美国并购重组税制的立法原则包括资本利得与经营收益相区别原则、应税交易与免税交易相区别原则、持续经营原则和交易型评估与税务型评估相结合原则。我国的并购重组税制则是通过对企业所得税法规的补充逐步形成的,立法原则不鲜明。美国的立法经验值得我们学习和借鉴。     

国有股减持与上市公司治理结构的转变

本文从我国国有上市公司的股本构成入手 ,分析了我国上市公司中的法人治理结构所存在的问题 ,相应地提出了几种减持国有股的解决方案     

Fixed Asset Revaluation and Equity Depletion in the UK

UK GAAP has traditionally allowed the write-off of purchased goodwill directly to reserves, resulting in the widespread depletion of book equity. Companies have also been permitted to revalue fixed assets at management's discretion. This study examines whether upward revaluations have been associated with the depletion of book equity and with other costly contracting explanations identified in prior research. Our results provide strong support for the equity depletion hypothesis, both with regard to the decision to revalue and the timing of the revaluations. Indebtedness, liquidity, size and fixed asset intensity are also consistently associated with upward revaluation.     

Fixed Asset Revaluation and Equity Depletion in the UK

UK GAAP has traditionally allowed the write-off of purchased goodwill directly to reserves, resulting in the widespread depletion of book equity. Companies have also been permitted to revalue fixed assets at management's discretion. This study examines whether upward revaluations have been associated with the depletion of book equity and with other costly contracting explanations identified in prior research. Our results provide strong support for the equity depletion hypothesis, both with regard to the decision to revalue and the timing of the revaluations. Indebtedness, liquidity, size and fixed asset intensity are also consistently associated with upward revaluation.     

Methods of Payment in Asset Sales: Contracting with Equity versus Cash

We analyze intercorporate asset sales where equity is the means of payment, and compare the results to cash asset sales. Equity deals are value‐enhancing for both buyers, 10%, and sellers, 3%, while cash sales generate seller returns of 1.9% and buyer returns that are not significant. Combined wealth gains are large for equity deals, but modest for cash deals. Equity‐based asset sales are not a precursor to consolidations between buyers and sellers, and do not affect buyer openness to the takeover market. We conclude that the use of buyer equity conveys favorable information about the value of assets and buyers.     

Forced Asset Sales and the Concentration of Outstanding Debt: Evidence from the Mortgage Market

We provide evidence that lenders differ in their ex post incentives to internalize price‐default externalities associated with the liquidation of collateralized debt. Using the mortgage market as a laboratory, we conjecture that lenders with a large share of outstanding mortgages on their balance sheets internalize the negative spillovers associated with the liquidation of defaulting mortgages and thus are less inclined to foreclose. We provide evidence consistent with our conjecture. Arguably as a consequence, zip codes with a higher concentration of outstanding mortgages experience smaller house prices declines. These results are not driven by unobservable zip code or lender characteristics.     

Transitions in the stock markets of the US,UK and Germany

In an analysis of the US, the UK and German stock market, we find a change in the behaviour based on the stocks’ beta values. In the years 1995–2006, trades of stocks with high beta and large volume were concentrated in the IT and technology sector, whereas in 2006–2012 those trades are dominated by stocks from the financial sector. We show that an agent-based model can reproduce such a transition. We further show that the initial impulse for the transition might stem from the increase of high-frequency trading at that time.     

Asset Fire Sales and Purchases and the International Transmission of Funding Shocks

We identify a new channel for the transmission of shocks across international markets. Investor flows to funds domiciled in developed markets force significant changes in these funds' emerging market portfolio allocations. These forced trades or “fire sales” affect emerging market equity prices, correlations, and betas, and are related to but distinct from effects arising purely from fund holdings or from overlapping ownership of emerging markets in fund portfolios. A simple model and calibration exercise highlight the importance to these findings of “push” effects from funds' domicile countries and “co‐ownership spillover” between markets with overlapping fund ownership.     

货币供给、货币流通速度与通货膨胀的关系研究——基于美国、日本、英国与中国的比较

通货膨胀最终是一种货币现象的观点,已经被越来越多的人所接受,但通货膨胀是否完全由货币供给所决定却很值得研究.近期国内对央行超发货币引起通货膨胀的讨论开始甚嚣尘上,其潜台词就是过量货币供给必然引发通货膨胀,而不论该国的经济状态如何.本文通过引入货币流通速度并比较美国、日本、英国与中国的情况,发现中国目前并不存在货币超发,货币供给对通货膨胀的影响也不像想象中的那样大,在国内经济进一步增长以及货币流通速度不断下降的背景下,央行保持充分的货币供给是维护物价稳定的重要条件.     

资产评估已成上市公司资产重组定价核心

中国资产评估协会和上海证券交易所于日前完成了《上市公司2009年度并购重组资产评估专题分析报告》的编写工作。报告指出,资产评估已经成为上市公司重大资产重组定价的核心环节,为后金融危机时代以并购重组保经济平稳增长发挥积极作用。     

Sales of Secondary Shares in SEOs: A Comparison across Top Managers,Other Insiders,and Outsiders

This paper investigates the information content of registered insider sales in the Seasoned Equity Offering (SEO) process from 1997 to 2009. We find that initial market reactions and long‐run post‐issue stock performance are negatively related to C‐level executive insider sales, but unrelated to participation by nonexecutive insiders. We also find significantly lower post‐issue abnormal earnings surprises for SEOs with C‐level executive sales. Overall, the findings are consistent with the predictions of asymmetric information and agency theories.