Private Equity,Corporate Governance,and the Reinvention of the Market for Corporate Control

In the early 1980s, during the first U.S. wave of debt‐financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the “market for corporate control” and defined it as “the market in which alternative management teams compete for the right to manage corporate resources.” Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or “strategic”) and “financial” buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control—one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large‐sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, “private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations—those companies that will continue to carry out the lion's share of the world's growth opportunities.”     

Equity Volatility and Corporate Bond Yields

This paper explores the effect of equity volatility on corporate bond yields. Panel data for the late 1990s show that idiosyncratic firm‐level volatility can explain as much cross‐sectional variation in yields as can credit ratings. This finding, together with the upward trend in idiosyncratic equity volatility documented by Campbell, Lettau, Malkiel, and Xu (2001), helps to explain recent increases in corporate bond yields.     

股权再融资与企业现金分红

股权再融资往往意味着企业存在大量的融资需求,而实践中普遍存在的股权再融资后立即现金分红的现象有悖于募集资金的优序使用原则。基于此,本文从管理层自利视角出发,在对企业股权再融资后现金分红的行为偏好检验的基础上,进一步选取管理层薪酬增长率和企业股权质押活动作为管理层自利程度的代理变量,探索企业股权再融资后现金分红倾向的边界条件,为该行为背后的代理动机提供证明。基于2007~2017年所有A股上市公司样本,研究发现,企业的确存在股权再融资后立即现金分红的行为倾向;而较低的管理层薪酬增长率和企业股权质押活动会加剧企业股权融资对现金分红的促进作用。进一步研究发现,企业股权再融资活动会给现金分红带来消极的市场反应。上述研究结果表明,管理层自利是股权再融资的重要推动因素,而这一行为会给企业利益造成损害。     

Corporate Hedging Policy and Equity Mispricing

We show that firms’ use of derivatives is negatively associated with stock mispricing. This result is consistent with the notion that hedging improves the transparency and predictability of firms’ cash flows resulting in less misvaluation. Furthermore, we show that the negative relationship between mispricing and hedging is particularly strong when market value is below fundamental value, which is consistent with prior evidence that hedging has a positive impact on firm valuation. Finally, we provide evidence that a “spread‐out” hedging policy that entails the use of a variety of derivative contracts can be more effective in reducing mispricing.     

Excess Control, Corporate Governance and Implied Cost of Equity: International Evidence

We investigate whether the separation between ownership and control rights can be costly to controlling shareholders and firms in terms of capital-raising costs. Using estimates of the cost of equity capital implied by analyst earnings forecasts and growth rate for a sample of 1,207 firms from nine Asian and 13 Western European countries, we find strong, robust evidence that the cost of equity is increasing in excess control, while controlling for other firm-level characteristics. This core finding persists after controlling for legal institutions variables.     

Conditional Equity Premium and Aggregate Corporate Investment

We document a strong negative relation between aggregate corporate investment and conditional equity premium estimated from direct stock market risk measures. Consistent with the investment-based asset pricing model, the comovement with conditional equity premium fully accounts for aggregate investment's market return predictive power. Similarly, conditional equity premium is a significant determinant of classic Tobin's q measure, although q has much weaker explanatory power for aggregate investment possibly because of its measurement errors. Moreover, the positive relation between aggregate investment and investor sentiment documented in previous studies reflects the fact that both variables correlate closely with conditional equity premium.     

Equity Risk Incentives and Corporate Tax Aggressiveness

This study examines equity risk incentives as one determinant of corporate tax aggressiveness. Prior research finds that equity risk incentives motivate managers to make risky investment and financing decisions, since risky activities increase stock return volatility and the value of stock option portfolios. Aggressive tax strategies involve significant uncertainty and can impose costs on both firms and managers. As a result, managers must be incentivized to engage in risky tax avoidance that is expected to generate net benefits for the firm and its shareholders. We predict that equity risk incentives motivate managers to undertake risky tax strategies. Consistent with this prediction, we find that larger equity risk incentives are associated with greater tax risk and the magnitude of this effect is economically significant. Our results are robust across four measures of tax risk, but do not vary across several proxies for strength of corporate governance. We conclude that equity risk incentives are a significant determinant of corporate tax aggressiveness.     

Corporate Sales, Equity Trading, and Risk

This paper proposes and investigates an explanation for a positive association between the signed value of common share returns and trading activity. The mixture of distributions model for stock returns and trading is applied with the added assumption that product sales for a firm is the directing process which generates the flow of information to equity markets. Because trading depends upon information arrival, sales and trading are positively related. Also, because contribution margin is positive, cash flows increase with sales. Dependence of both cash flows and trading on sales implies that returns and trading are also positively related. This explanation is tested in this paper.     

股权激励、反收购条款与企业创新

股权激励和反收购措施是公司内外部治理机制的重要方式.文章以2006—2017年沪深两市上市公司为研究样本,将股权激励、反收购条款和企业创新纳入统一分析框架中,考察两种公司治理机制对企业创新的综合影响.研究发现:股权激励显著提升企业创新产出水平,但反收购条款负向调节股权激励对企业创新的促进作用,控制内生性后结论依然成立.进一步分情景分样本进行分析发现,股权激励的创新效果相对稳定,但反收购条款的负向调节作用明显受外界环境和条件的影响,主要体现在市场竞争程度低、股权分散程度低及高管风险偏好程度低的企业中.本文的研究结论对理解股权激励的实施效果及反收购条款的公司治理作用具有一定的参考意义.     

高管股权激励动机差异对公司绩效的影响研究

以股权激励动机为视角,研究了两类动机下高管股权激励与公司绩效之间的关系。研究结果表明,两类动机下的高管股权激励与公司绩效之间的关系显著不同:相比于非激励型股权激励与公司业绩呈不显著的负相关关系,激励型高管股权激励却能显著提高公司业绩。     

Equity Issuance,CEO Turnover and Corporate Governance

There is substantial evidence on the effect of external market discipline on chief executive turnover decisions in poorly performing companies. In this study we present evidence on the role of institutional monitoring in these decisions through the equity issuance process. We find that firms which undertake equity offerings are associated with an increased rate of forced CEO turnover that is focused on the managers of poorly performing companies. At the same time, equity offerings increase the likelihood of a new CEO being appointed from outside the current management team. We also provide evidence that independent boards are more likely to forcibly remove CEOs from their position, although this is not conditional on poor performance.     

资本结构、产权结构与公司治理

资本结构也就是财产所有权的结构安排,而财产所有权往往最终与收益权对应,所以资本结构又牵系着产权安排,或者说资本结构决定了产权安排结构。这样作为股权资本与债券资本比例关系的资本结构,反映的是市场经济条件下企业的金融关系,即以资本和信用为纽带,通过投资与借贷构成的股东、债权人和经营者之间相互制约的利益关系。     

股权家族信托赋能企业治理传承

近两年来,在监管政策的进一步规范和鼓励下,家族信托的实践发展日趋成熟。与此同时,目前高净值人群对家族信托的期待和需求,已从简单的现金类资产传承发展到整合化多元资产管理。其中,企业股权的传承正成为"创一代"的重要诉求。股权家族信托实现财富管理与传承股权家族信托通过构建架构,能够一站式实现股权托管、风险隔离、按约执行交易、财富管理与传承等目的,从"代人理财"到"忠人之事",助力客户达到久远财富、安全财富、和谐财富以及增值财富四大目标。     

Connecting Optimal Capital Investment and Equity Returns

Economic theory predicts a contemporaneous correlation between equity returns and investment growth that is only weakly present in the data. By modifying the firm's production function to include a lag between investment decisions and expenditures, and after correcting for the temporal aggregation of investment, I find the predicted correlation to be present in the data. I estimate the model for 31 industries and find that investment returns are highly correlated with the industry portfolio equity returns. Further, the portion of investment returns orthogonal to equity returns is associated positively with changes in profitability and negatively with lagged differences between equity and investment returns.     

Agency Problems,Equity Ownership,and Corporate Diversification

We provide evidence on the agency cost explanation for corporate diversification. We find that the level of diversification is negatively related to managerial equity ownership and to the equity ownership of outside blockholders. In addition, we report that decreases in diversification are associated with external corporate control threats, financial distress, and management turnover. These findings suggest that agency problems are responsible for firms maintaining value-reducing diversification strategies and that the recent trend toward increased corporate focus is attributable to market disciplinary forces.     

Government Stakes as an Insurance Policy: Evidence from Seasoned Equity Offerings of Chinese Firms

While privatization has attracted much more attention in the literature, one type of reverse privatization, a privately-controlled firm inviting government ownership as its minority shareholders, is neglected in the literature. Using large-scale census firm data from China, we investigate the determinants of this kind of reverse privatization and its impact on firm performance. We find that (1) the decision of reverse privatization by Chinese private firms is affected by local political risk, firm-level financial characteristics, and industry-level characteristics, (2) the reverse privatization significantly affects the firm’s performance, which is measured in different proxies but the effects are not consistent, and (3) moreover, we find that the benefit of reverse privatization decreases as government ownership increases. Our results suggest that the prevalence of reverse privatization in China is a political outcome, which is affected by the trade-off of political risk and political privilege. Our work suggests that political risk and political considerations are the main driving factors of privatization, or its opposite, reverse privatization. Reverse privatization, to some extent, is a rational choice in some transition economies. Our findings offer clear policy implications to the nationalization phenomenon taking place around the world recently.     

企业社会责任信息披露与权益资本成本

运用理论分析和实证检验的方法从权益资本成本的角度研究我国上市公司企业社会责任信息披露的经济动机.研究发现:上市公司上期权益资本成本越高,本期披露社会责任报告的可能性越大,说明降低权益资本成本是上市公司决定是否披露社会责任报告的重要经济动机;对于首次披露企业社会责任报告的公司,上期权益资本成本越高,本期社会责任信息披露质量越高;但对非首次披露企业社会责任报告的公司来说,披露企业社会责任报告的资本成本动机不显著.     

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.