The choice of organizational form: Vertical financial ownership versus other methods of vertical integration

Vertical integration is a fundamental corporate strategy of interest to the fields of strategic management and organizational economics. This paper synthesizes theoretical arguments and empirical findings from this literature to identify the underlying advantages and disadvantages of choosing vertical financial ownership relative to vertical contracts. It then suggests that in the absence of agency and transaction costs, vertical financial ownership and vertical contracting are equivalent governance structures for achieving corporate objectives. However, given a world of positive agency and transaction costs, the key theoretic question then becomes predicting when market mechanisms are sufficient, when intermediate forms of vertical contracting become necessary, and when vertical financial ownership becomes the preferred governance structure. The concluding section of the paper provides a framework for making this analysis based on a synthesis of agency and transaction costs perspectives.     

煤炭企业混合所有制改革产权制度初探

通过对我国42家煤炭上市公司的股权结构分析,发现32家国有煤炭上市公司国有股"一股独大"现象非常明显,10家非国有煤炭上市公司的股权虽然相当分散,但是并没有国有或公有制经济成分参与其中。为充分发挥混合所有制的高效率,建议国有煤炭企业将国有股比例降至40%左右,引进外资与民间资本比例至40%左右,设置20%左右的内部职工股。在国有煤炭企业进行混合所有制产权改革的过程中,可能会面临两个问题:一是企业经理层不按照市场规律经营企业,二是公有制产权主体与非公有制产权主体之间可能会产生冲突。     

Determinants of alliance partner choice: Network distance,managerial incentives,and board monitoring

Research Summary: We ask if managerial opportunism is a significant problem in alliance partner choice and examine the role of corporate governance mechanisms in explaining this choice. Using a sample of 313 alliances of U.S. firms from the pharmaceutical and biotechnology industries from 1992 to 2010, we find that managerial incentives lead to managerial preference for relationally risky distant partners over existing and new close partners. Further, board monitoring encourages managers to pursue existing and distant partners over new close ones, choices aligned with shareholder interests. In addition, we find that board monitoring substitutes for managerial incentives in alliance partner choice. We contribute to the literature on alliance partner choice to identify an important, and hitherto, unexplored perspective. Managerial Summary: This article examines whether managers and shareholders view alliance‐related risks differently, and how the divergent interests between managers and shareholders affect alliance partner choice. We argue that managers’ concern about their loss of employment and compensation from alliance failure impedes the choice of relationally risky alliance partners that may increase shareholder value. We also argue that managerial stock ownership and board monitoring mitigate this managerial propensity. Our findings suggest that stock ownership owned by managers and strong board monitoring are effective governance mechanisms to align managers’ interests with those of shareholders. Our study offers a novel perspective to understand alliance partner choice by viewing the firm as an entity comprised of fragmented interests.     

Unions and Employee Ownership: A Road to Economic Democracy?*

In the relationship between unions and employee share ownership, neither threatened the other, and their combination led to benefits for employees, particularly where unionized employees were majority owners. Companies adding communication, training, and participation reported performance gains. These practices were more common among majority‐owned companies and in companies facing economic threats. Economic performance and benefits were comparable, whether unionized employees owned a majority of the stock, a minority, or none at all.     

中国上市公司治理与企业技术创新关系的实证分析

本文通过利用中国2005—2007年343家上市公司的相关数据,对公司治理与技术创新的关系进行了实证分析。本文的主要发现和结论是:经营者持股与企业技术创新存在正相关关系,但这种发现并不具有统计上的显著性;股权集中度与企业技术创新存在倒U型关系,适度集中的股权结构更有利于企业技术创新;国有持股比例(包括国有股和国有法人持股)与企业技术创新存在反相关关系,国有持股比例越高,技术创新能力越低;以证券投资基金为主的机构投资者对企业技术创新有显著的正效应,机构持股比例越高,技术创新能力越强;独立董事制度与企业技术创新存在正相关关系,董事会中独立董事占比较高的企业技术创新投入明显高于独立董事占比较低的企业。本文还根据上述结论,从公司治理的视角提出了提升中国上市公司技术创新能力的政策建议。     

煤炭物资设备供应体系混合所有制改革探讨

发展混合所有制经济成为深化国有企业改革的"重头戏"。在国家大力推进国有制经济向混合所有制经济改革的宏观背景下,提出将煤炭工业中物资设备供应体系,从煤炭集团中剥离出来的设想。构建由国有煤炭集团参股,引入非公有制经济主体作为重要参股股东,以煤炭行业物资设备供应系统解决方案提供商的角色,服务于煤炭工业生产主体的独立股份制法人企业。并探讨了构建独立的煤炭物资设备股份所有制企业的必要性、可行性,给出具体操作层面上的对策与建议。     

The Effect of Corporate Governance on Investment: Evidence from Real Estate Investment Trusts

This study investigates the relation between firms' investment choices and various governance mechanisms, using a sample of real estate investment trusts (REITs). We find evidence that the responsiveness of REITs' investment expenditures to their opportunities depends on their corporate governance structures. Within the set of governance mechanisms that we examine, we find particularly strong links between investment behavior and ownership. Specifically, we find that the investment choices of REITs are more closely tied to Tobin's q if they have greater institutional ownership or if they have lower director and officer stock ownership. These results are consistent with institutional owners monitoring the firm's investment policies as well as with high insider ownership allowing managers to follow their own investment agendas.     

代理问题、公司治理与企业价值--以民营上市公司为例

本文运用代理理论对2002年在上海、深圳证券交易所上市的122家民营上市公司治理与企业价值进行理论分析与实证检验,发现民营上市公司治理包括在股权集中度、债务融资比重、金字塔式控股、控制权与现金流权偏离、流通股与非流通股价偏离等五个方向上存在着代理冲突,并指出引发民营上市公司代理冲突的首要原因是现行流通股与非流通股的股权割裂。     

Concurrent sourcing,governance mechanisms,and performance outcomes in industrial value chains

We examine transaction governance in the context of concurrent sourcing, where a manufacturer relies on sourcing from external suppliers and in‐house production simultaneously. Our focus is on (1) a buyer's use of particular safeguards or governance mechanisms vis‐à‐vis an external supplier and (2) how the effects of these mechanisms on various performance outcomes are influenced by the joint presence of an internal manufacturing branch. We conduct two studies in the apparel industry and show that performance outcomes are a joint function of (1) the individual governance mechanisms that are deployed in a particular relationship and (2) the larger sourcing context (concurrent or singular). Copyright © 2013 John Wiley & Sons, Ltd.     

Restructuring diversified telecom operators

The paper examines restructuring cycles among diversified major telecom operators from two different perspectives, the governance deficiency perspective of agency theory and the governance efficiency perspective of transaction cost economics, the former being less consistent with the spirit of recent pro-competitive regulatory reforms than the latter. This restructuring cycle describes how incumbent operators grew larger and more diversified during the telecom boom before they were transformed into more efficient scale and scope either by economizing managers or by market forces along with actively intervening owners and bondholders during the subsequent telecom bust. A cycle whose expansion phase is characterized by highly acquisitive companies expanding into non-related activities followed by a delayed contraction phase where overdiversified companies are being restructured by market forces and intervening owners and bondholders is consistent with the reform-non-compliant governance deficiency thesis of agency theory. A cycle whose expansion phase is characterized by acquisitive companies expanding into related activities followed by a contraction phase where companies are restructured by their own managers after having realized that previously acquired assets have become more redeployable and their services more tradable is consistent with the reform-compliant governance efficiency thesis of transaction cost economics. Now, in the aftermath of the contraction phase of the business cycle, more narrowly focused incumbents are once again ready for another round of acquisitive expansion. Anecdotal evidence from five restructuring cases, along with available secondary information about the development of the industry, seems to support the reform-noncompliant governance deficiency thesis of agency theory rather than the reform-compliant governance efficiency thesis of transaction cost economics.     

The New Zealand Dairy Board: A Case of Group-Internalization or a Monopolistic Anomaly in a Deregulated Free Market Economy

This paper examines the New Zealand dairy industry and in particular the pivotal role of the New Zealand Dairy Board which, historically, has had sole responsibility for the international marketing of dairy industry output. The structure of the dairy industry is examined identifying the links between the dairy cooperatives and the Board using the concepts of the ownership, location, internalization (OLI) paradigm and alliance capitalism. The paper concludes that the structure of the New Zealand dairy industry and the New Zealand Dairy Board, more closely resembles the network structures of alliance capitalism, rather than being a monopolistic anomaly in a hierarchical capitalist system.     

Internal governance mechanisms and firm performance in China

Corporate governance issues arising from concentrated ownership structure in emerging economies have received growing attention. Adopting a principal–principal perspective, this paper employs structural equation modeling to evaluate the independent and interdependent effects of internal governance mechanisms in enhancing firms’ value in China. Based on a 3-year dataset covering 304 publicly listed companies over 2003–2005, our findings suggest that ownership concentration has the most significant governance effect and has impacted negatively on firm performance. Furthermore, the governance role of the board of directors and supervisory boards is found to have been hindered by ownership concentration, rendering them unable to improve firm performance at present.     

How to manage strategic alliances in OEM-based industrial clusters: Network embeddedness and formal governance mechanisms

The rapidly growing original equipment manufacturer (OEM)-based industrial clusters have been a prominent form of economic organization in several emerging Asian markets. Characterized by close interdependence and intertwined personal linkages, firms of Asian OEM-based industrial clusters participate in the phenomenon of strategic alliances. However, how these alliances can be effectively managed through formal governance mechanisms within embedded networks requires further investigation. This study uses social network analysis to identify personal, ownership, and technology networks in 141 semiconductor firms in an OEM-based industrial cluster in Taiwan that feature different types of OEM-led alliances and the prevalence of Guanxi. We find that relational embeddedness based on personal ties and structural embeddedness based on ownership ties support the employment of formal governance mechanisms. We also pay particular attention to the moderating role of network embeddedness in diminishing the relationship between transaction hazards and formal governance mechanisms. By identifying the embeddedness context in the governance of alliances, our research contributes to a better understanding of the ways in which formal governance mechanisms are contingent on the network embeddedness of OEM-based industrial clusters in Taiwan and other similar Asian economies.     

Corporate social responsibility as an employee governance tool: Evidence from a quasi‐experiment

Research summary : This study examines whether companies employ corporate social responsibility (CSR) to improve employee engagement and mitigate adverse behavior at the workplace (e.g., shirking, absenteeism). We exploit plausibly exogenous changes in state unemployment insurance (UI) benefits from 1991 to 2013. Higher UI benefits reduce the cost of being unemployed and hence increase employees' incentives to engage in adverse behavior. We find that higher UI benefits are associated with higher engagement in employee‐related CSR. This finding suggests that companies use CSR as a strategic management tool—specifically, an employee governance tool—to increase employee engagement and counter the possibility of adverse behavior. We further examine plausible mechanisms underlying this relationship. Managerial summary : This study examines whether companies employ corporate social responsibility (CSR) to improve employee engagement and mitigate adverse behavior at the workplace (e.g., shirking, absenteeism). We find that companies react to increased risk of adverse behavior by strategically increasing their investment in employee‐related CSR (e.g., work‐life balance benefits, health and safety policies). Our findings have important managerial implications. In particular, they suggest that CSR may help companies motivate and engage their employees. Hence, companies dealing with employees that are unmotivated, regularly absent, or engage in other forms of adverse behavior, may find it worthwhile to design and implement effective CSR practices. Further, our findings suggest that CSR can be used as employee governance tool. Accordingly, managers could benefit from integrating CSR considerations into their strategic planning. Copyright © 2015 John Wiley & Sons, Ltd.     

Leveraging foreign institutional logic in the adoption of stock option pay among Japanese firms

Research summary : We investigate why Japanese firms have adopted executive stock option pay, which was developed with shareholder‐oriented institutional logic that was inconsistent with Japanese stakeholder‐oriented institutional logic. We argue that Japanese managers have self‐serving incentives to leverage stock ownership of foreign investors and their associated institutional logic to legitimize the adoption of stock option pay. Our empirical analyses with a large sample of Japanese firms between 1997 and 2007 show that when managers have elite education, high pay inequality with ordinary employees, and when firms experience poor sales growth, foreign ownership is more likely associated with the adoption of stock option pay. The study shows the active role of managers in facilitating the diffusion of a new governance practice embodying new institutional logic. Managerial summary : Why have Japanese firms adopted stock option pay for executives? Inconsistent with Japanese stakeholder‐oriented tradition in corporate governance, such pay has been believed to prioritize managerial attention to the interests of shareholders over those of other stakeholders. However, to the extent that shareholders' interests are legitimate in the Japanese context, executives who have self‐serving incentives to adopt such pay can leverage the need to look after shareholders' interest in their firms to legitimize their decisions. In a large sample of Japanese firms, we find that foreign ownership (representing shareholders' interests) is more likely to be associated with the adoption of stock option pay when managers are motivated to receive such pay, such as when they have elite education, high pay inequality with ordinary employees, or poor sales growth. Copyright © 2015 John Wiley & Sons, Ltd.     

高管特征、企业异质性与企业技术创新绩效——来自风电产业上市公司的经验数据

技术创新是解决目前风电产业产能过剩、缺乏核心技术发展瓶颈的重要路径,最新文献已经发现高管特征和企业异质性对企业技术创新绩效的影响,但研究结论尚存在分歧。本文以沪深两市风电产业上市公司为研究对象进行实证研究发现：高管持股和女性高管对风电企业技术创新绩效具有显著的促进作用;国有风电企业和省会城市风电企业的技术创新优势会因内部治理结构短板而丧失。将企业异质性作为调节变量进一步研究发现,国有企业中高管持股和女性高管对风电企业技术创新绩效的正向影响更加显著;区位在省会企业中高管持股和女性高管对风电企业技术创新绩效的正向影响更加显著。     

Choosing governance modes for external technology sourcing

This study examines the effect of uncertainty on governance mode choice of interfirm relationships in new business development (NBD). We combine transaction cost economics and real options reasoning, arguing that in the early stages of NBD, where technological and market uncertainty are very high, companies are better off using governance modes that are reversible and involve a low level of commitment. When uncertainty has decreased as a result of prior R&D investments, transaction costs considerations become dominant and companies will shift towards governance modes that are less reversible and more hierarchical. We argue that technological distance leads to less hierarchical governance modes and prior cooperation between firms leads to subsequent choices for more hierarchical modes. Finally, we propose that higher exogenous uncertainty leads to less hierarchical governance modes.     

Multiple agency perspective,family control,and private information abuse in an emerging economy

Using a comprehensive sample of listed companies in Hong Kong this paper investigates how family control affects private information abuses and firm performance in emerging economies. We combine research on stock market microstructure with more recent studies of multiple agency perspectives and argue that family ownership and control over the board increases the risk of private information abuse. This, in turn, has a negative impact on stock market performance. Family control is associated with an incentive to distort information disclosure to minority shareholders and obtain private benefits of control. However, the multiple agency roles of controlling families may have different governance properties in terms of investors’ perceptions of private information abuse. These findings contribute to our understanding of the conflicting evidence on the governance role of family control within a multiple agency perspective.     

Choice and performance of governance mechanisms: matching alliance governance to asset type

Formal and relational governance mechanisms are used in strategic alliances to coordinate resources and mitigate the risk of opportunistic behavior. While recent work has shown that these approaches are not mutually exclusive, we understand little about when one approach is superior to the other. Using data on the governance choices and subsequent performance of alliances in the German telecommunications industry, we find that the optimal configuration of formal and relational governance mechanisms depends on the assets involved in an alliance, with formal mechanisms best suited to property‐based assets and relational governance best suited to knowledge‐based assets. Furthermore, a mismatch between governance mechanisms and asset type can harm the performance of the alliance. Our findings contribute to transaction cost economics, the literature on relational governance, and recent work studying their interaction. Copyright © 2009 John Wiley & Sons, Ltd.     

Cooperative Innovation Projects: Capabilities and Governance Mechanisms*

This paper is concerned with how firms in a project‐based industry cooperate in technological innovation projects in the construction industry. The main focus of the paper is on the sharing of capabilities in cooperative innovation projects and how these cooperations are governed. A knowledge‐based perspective is applied, and four cooperative innovation projects in the construction industry are compared. Based on the case studies, a set of propositions is defined. First, a cooperation aimed at a mutual strategic benefit in mutually gaining access to the knowledge bases of the involved firms, while maintaining their own differentiated knowledge base, can result in more stable and long term relationships with mutual trust between the cooperating firms. Second, in a cooperation aimed at a mutual strategic benefit in mutually gaining access to the knowledge bases of the involved firms, partners not only gain access to each other's technological capabilities but also develop and share knowledge about organizational aspects and market situations and gain knowledge about the way of working of the partner firm. Third, in a cooperation aimed at mutual strategic benefit in mutually gaining access to the knowledge bases of the involved firms, noncodifiability of the capabilities is conditional to create a win–win situation. And fourth, cooperation aimed at a mutual strategic benefit in mutually gaining access to the knowledge bases of the involved firms is based on mutual competence and intentional trust as its main governance mechanism, whereas contracting between market parties aimed at knowledge–output transactions is represented by limited trust and arms' length (contractual) relationships as its main governance mechanism.