The Method of Payment in Corporate Acquisitions,Investment Opportunities,and Management Ownership

This article examines the motives underlying the payment method in corporate acquisitions. The findings support the notion that the higher the acquirer's growth opportunities, the more likely the acquirer is to use stock to finance an acquisition. Acquirer managerial ownership is not related to the probability of stock financing over small and large ranges of ownership, but is negatively related over a middle range. In addition, the likelihood of stock financing increases with higher pre-acquisition market and acquiring firm stock returns. It decreases with an acquirer's higher cash availability, higher institutional shareholdings and blockholdings, and in tender offers.     

主并方股权结构与并购支付方式的选择

本文基于后股权分置时代中国资本市场的制度背景,尝试从主并方股权结构中各利益相关者的并购动机和并购行为选择进行研究,探讨主并方股权结构与并购支付方式选择的关联性.本文以2006-2008年间我国沪深两市的158起并购事件为研究样本,运用概率选择模型(Probit)实证分析了主并方股权结构对并购支付方式选择的影响.本文研究发现,国有性质的控股股东采用现金支付的可能性更高;当主并方大股东的持股比例位于中间水平(20%-60%)时,为避免控制权转移,主并方倾向于现金支付,而当持股比例较低(低于20%)或较高(高于60%)时则更倾向于股票支付;主并方管理层持股比例越高,采用现金支付的可能性越大.     

Market Misvaluation,Managerial Horizon,and Acquisitions

This paper analyzes the impact of managerial horizon on mergers and acquisitions activity. The main predication is that acquiring firms managed by short-horizon executives have higher abnormal returns at acquisition announcements, less likelihood of using equity to pay for the transactions, and inferior postmerger stock performance in the long run. I construct two proxies for managerial horizon based on the CEO's career concern and compensation scheme, and provide empirical evidence supporting the above prediction. Moreover, I also demonstrate that long-horizon managers are more likely to initiate acquisitions in response to high stock market valuation.     

Foreign Acquisitions and Managerial Discretion

Foreign acquisitions have been growingdramatically since the 1980s despite academic studiesshowing that shareholders of acquirers generally donot realize any significant gain. In this paper, weinvestigate whether foreign acquisitions aremotivated by managerial self-interest. Logisticregressions are performed to establish a link betweenforeign acquisitions and the acquirer's free cashflow. The results show that foreign acquisitions oflow-Q firms are strongly influenced by managerialdiscretion. In addition, acquisitions of low-Q firmsare conducted without consideration of theperformance of the acquirers. Foreign acquisitions ofhigh-Q firms, however, do not representoverinvestments.     

The Choice of Payment Method in European Mergers and Acquisitions

We study merger and acquisition (M&A) payment choices of European bidders for publicly and privately held targets in the 1997–2000 period. Europe is an ideal venue for studying the importance of corporate governance in making M&A payment choices, given the large number of closely held firms and the wide range of capital markets, institutional settings, laws, and regulations. The tradeoff between corporate governance concerns and debt financing constraints is found to have a large bearing on the bidder's payment choice. Consistent with earlier evidence, we find that several deal and target characteristics significantly affect the method of payment choice.     

Managerial Equity Ownership and the Demand for Outside Directors

This paper examines the linkage between the use of outside directors and managerial ownership. We conjecture there are two linkages: the standard incentive‐alignment demand for monitoring when managers own little stock and an entrenchment‐amelioration demand when managerial stock ownership is high. As a consequence, we predict the association between managerial ownership and board composition will be nonlinear (U‐shaped if the entrenchment effect is sufficiently pronounced). Using UK data, we find that both quadratic and logarithmic models outperform the simple linear relationship assumed in prior research and that the substitution between managerial ownership and board composition is stronger than hitherto supposed.     

产权性质差异、管理层过度自信与会计稳健性

本文从行为金融角度,利用沪深两市A股上市公司2008-2012年的经验数据,实证检验了管理层过度自信对会计稳健性的影响,以及不同产权性质下二者影响程度的差异。研究结果表明,管理层的过度自信心理会显著降低公司的会计稳健性水平。进一步区分产权性质,国有上市公司由于存在所有者缺位和债务软约束,管理层过度自信对会计稳健性的影响较民营上市公司更强。文章的结论为完善上市公司管理层权力约束和监督机制提供了一定借鉴意义。     

Managerial Ownership and Accounting Conservatism

In this paper we examine the effect of managerial ownership on financial reporting conservatism. Separation of ownership and control gives rise to agency problems between managers and shareholders. Financial reporting conservatism is one potential mechanism to address these agency problems. We hypothesize that, as managerial ownership declines, the severity of agency problem increases, increasing the demand for conservatism. Consistent with our hypothesis, we find that conservatism as measured by the asymmetric timeliness of earnings declines with managerial ownership. The negative association between managerial ownership and asymmetric timeliness of earnings is robust to various controls, in particular, for the investment opportunity set. We thus provide evidence of a demand for conservatism from the firm's shareholders.     

Managerial Ownership and Corporate Hedging

Abstract:  Using information on 443 UK non-financial companies, this work provides evidence supporting the hypothesis that managerial risk aversion is an incentive to deviate from the optimal hedging position. Conflicts of interest between shareholders and managers are at the centre of the decision about the firm's risk profile but are not relevant as determinants of the decision to hedge. This is rather associated with factors enhancing the firm's expected value (underinvestment, scale economies, tax savings).     

Executive Option Repricing, Incentives, and Retention

While many firms grant executive stock options that can be repriced, other firms systematically restrict or prohibit repricing. This article investigates the determinants of firms' repricing policies and the consequences of such policies for executive turnover and retention. Firms that have better internal governance, that use more powerful stock-based incentives, or that face less shareholder scrutiny are more likely to maintain repricing flexibility. Firms that restrict repricing are more vulnerable to voluntary executive turnover following stock price declines. When share price declines are severe, restricting firms appear to award unusually large numbers of new options.     

CEO Ownership,Stock Market Performance,and Managerial Discretion

We examine the relationship between CEO ownership and stock market performance. A strategy based on public information about managerial ownership delivers annual abnormal returns of 4% to 10%. The effect is strongest among firms with weak external governance, weak product market competition, and large managerial discretion, suggesting that CEO ownership can reverse the negative impact of weak governance. Furthermore, owner‐CEOs are value increasing: they reduce empire building and run their firms more efficiently. Overall, our findings indicate that the market does not correctly price the incentive effects of managerial ownership, suggesting interesting feedback effects between corporate finance and asset pricing.     

Managerial Ownership and Agency Conflicts: A Nonlinear Simultaneous Equation Analysis of Managerial Ownership, Risk Taking, Debt Policy, and Dividend Policy

This paper uses a nonlinear simultaneous equation methodology to examine how managerial ownership relates to risk taking, debt policy, and dividend policy. The results have implications for our understanding of agency costs. We find risk to be a significant and positive determinant of the level of managerial ownership while managerial ownership is also a significant and positive determinant of the level of risk. The result supports the argument that managerial ownership helps to resolve the agency conflicts between external stockholders and managers but at the expense of exacerbating the agency conflict between stockholders and bondholders. We further observe evidence of substitution-monitoring effects between managerial ownership and debt policy, between managerial ownership and dividend policy, and between managerial ownership and institutional ownership.     

A Reduced Form Coefficients Analysis of Executive Ownership, Corporate Value, and Executive Compensation

Most simultaneous equations studies analyze the coefficients from the structural forms of the models, which provide estimates of the direct effects of independent variables on the dependent variables in each equation, but ignore the indirect effects these independent variables have on dependent variables in other equations. This paper modifies the work of Chung and Pruitt (1996) by extending the model to include board composition and institutional ownership variables and then estimating the structural and derived reduced form coefficients for the extended model. The signs and significance of the reduced form coefficients differ in several material respects from the results of the structural form coefficient analysis, which suggests that analysis of only the structural form coefficients is incorrect and potentially misleading.     

上市公司并购重组支付方式体系存在的问题及对策

上市公司并购重组在促进产业结构调整、优化社会资源配置方面发挥了日益重要的作用,而丰富、灵活的并购重组支付方式是提高并购市场效率的关键之一。本文简要介绍了国内上市公司并购重组支付体系概况,重点分析存在的问题,并结合国内外并购市场案例及实证数据,对并购创新支付工具作了评述,提出完善上市公司并购重组支付体系的政策建议,包括在并购交易中先行推出定向可转债、引入储架发行制度、论证认股权证试点的可行性、支持券商提供并购支付融资工具等。     

股权分散、管理层持股与上市公司IPO价值

使用1992年1月～2006年12月发行上市公司的数据,采用WLS方法,依据股权集中和股权分散两个不同的样本,得出了上市公司利用管理层持股传递公司价值信号的有效性依据其不同股权结构而不同的结论：在股权集中的公司中,管理层持股对IPO价值没有显著性影响;在股权分散的公司中,管理层的控制地位使得市场更愿意相信管理层在公司的股本能够传递公司的真实信号,管理层持股对IPO价值有显著性影响。     

机构投资者持股、高管激励与大股东掏空抑制

激励和监督是公司治理最基本的重要手段,从这两方面入手探讨机构投资者持股、高管激励对大股东掏空抑制的影响。研究发现,机构投资者持股不仅可以抑制大股东掏空行为,还可以增强高管激励的力度;此外,利用中介效应检验模型,还发现机构投资者抑制大股东掏空的路径,即机构投资者主要通过高管激励中介影响大股东掏空行为。研究结论可以丰富公司治理的研究问题,为解决现实中存在的大股东掏空行为提供借鉴。     

Managerial Stock Ownership and the Maturity Structure of Corporate Debt

This study documents that managerial stock ownership plays an important role in determining corporate debt maturity. Controlling for previously identified determinants of debt maturity and modeling leverage and debt maturity as jointly endogenous, we document a significant and robust inverse relation between managerial stock ownership and corporate debt maturity. We also show that managerial stock ownership influences the relation between credit quality and debt maturity and between growth opportunities and debt maturity.     

The Interrelationship Between Managerial Ownership and Board Structure

Abstract:  The paper tests the hypothesis that high managerial ownership entrenches managers by allowing the CEO to create a board that is unlikely to monitor. The results show a strong negative relationship between the level of managerial ownership and corporate governance factors, such as, the split of the roles of the CEO and the Chairman, the proportion of non-executive directors, and the appointment of a non-executive director as a Chairman. I also find that companies with low managerial ownership are more likely to change their board structure to comply with the Cadbury (1992) recommendations. The results suggest that managers, through their high ownership, choose a board that is unlikely to monitor. Overall, the findings cast doubt on the effectiveness of the board as an internal corporate governance mechanism when managerial ownership is high.     

管理层权力、高管薪酬变动与公司并购行为分析

本文探究了不同产权性质下管理层权力对薪酬利益驱动所带来的大规模并购行为的作用机制。研究表明,在中央国有上市企业和聘请职业经理人担任高管的民营上市公司中,管理层权力解释了公司间薪酬水平变动、并购后市场业绩的明显差异。地方国有上市公司在并购活动中其高管薪酬的变动受到高管权力的影响甚微,企业规模起到了决定性因素,而控股股东或家族成员直接担任高管的民营公司在发生并购时其管理层薪酬的变动与并购交易的规模、并购的复杂程度和CEO努力程度更加相关,相对而言薪酬安排更具有契约有效性。本文的研究丰富了管理层权力和公司并购的理论内涵,并为管理层权力影响下的并购行为提供了更为深入和细致的经验证据。     

Board Composition, Managerial Ownership, and Firm Performance: An Empirical Analysis

Our objective is to examine the sensitivity of simultaneous equations techniques in corporate governance research. We model Tobin's Q, board composition, and managerial ownership using a three-equation instrumental variables approach, with two specifications and four instruments. We find that the variables are jointly determined. However, results depend strongly on the specification of the model and the instruments. We conclude that results using simultaneous equations methods must be interpreted cautiously, OLS estimates should not be casually dismissed, and that sensitivity analysis is essential when estimating an empirical model whose structure is uncertain.