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.”     

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。     

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.     

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。     

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.     

Corporate Restructurings: A Comparison of Equity Carve-outs and Spin-offs

In this paper we examine divisive corporate restructurings in which a firm takes a subsidiary public. Using a sample of 64 spin-off and 76 carve-out firms during 1991–1997, we find firms carve-out subsidiaries with higher market demand. These subsidiaries are more frequently in related industries than spin-offs. The carve-out firms are also more likely to be cash constrained and have lower marginal tax rates, but are not likely to be considering financial reporting synergies when structuring the divestiture. These results provide evidence that factors impacting the divestiture choice related to Master Limited partnerships, as studied previously, differ when divesting a corporate subsidiary.     

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 Dividends and Seasoned Equity Issues: An Empirical Investigation

This paper investigates whether managers rely on dividends to obtain a higher price in a stock offering and whether the stock price reaction to dividend and offering announcements justifies such a coordination. The evidence does not support either conjecture. Issuing firms are not more likely to pay or increase dividends than nonissuing forms. Moreover, there is little evidence that firms time stock offering announcements right after dividend declarations to benefit from the attendant information disclosure. The analysis of dividend and stock offering announcement effects suggests few if any benefits from linking dividend and stock offering announcements.     

企业国际化经营、股价信息含量与股权激励有效性

本文研究了我国上市公司国际化经营背景下,对经理人采用股权激励的有效性,并进一步分析其激励作用有效的内在机理。研究结果表明,对我国国际化经营企业的经理人,并不适用于股权激励。但股权激励失效的原因,在国有企业与非国有企业有所差异。国有企业的股权激励建立在股价信息含量基础之上,符合现代股权激励有效的前提条件,导致股权激励失效的主要原因是国际化增加了股价信息含量的噪音,对于非国有企业而言,导致股权激励失效的主要原因是,股权激励并未建立在股价信息含量基础之上,更多的属于福利性质。据此,研究者针对性地提供了改进不同类型国际化经营企业公司治理的对策建议。     

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,Product Market Competition,and Equity Prices

This paper examines whether firms in noncompetitive industries benefit more from good governance than do firms in competitive industries. We find that weak governance firms have lower equity returns, worse operating performance, and lower firm value, but only in noncompetitive industries. When exploring the causes of the inefficiency, we find that weak governance firms have lower labor productivity and higher input costs, and make more value‐destroying acquisitions, but, again, only in noncompetitive industries. We also find that weak governance firms in noncompetitive industries are more likely to be targeted by activist hedge funds, suggesting that investors take actions to mitigate the inefficiency.     

Cash and Corporate Control

The takeover market is often suggested as appropriate for containing the agency problems of excessive corporate cash holdings. However, recent studies report contradictory evidence. I focus on the takeover‐deterrence effects of corporate liquidity and suggest the proxy contest as an effective alternative control mechanism. I find that proxy fight targets hold 23% more cash than comparable firms, and that the probability of a contest is significantly increasing in excess cash holdings. Proxy fight announcement return also is positively related to excess cash. Following a contest, executive turnover and special cash distributions to shareholders increase, while cash holdings significantly decline.     

Corporate Equity Ownership, Strategic Alliances, and Product Market Relationships

This paper examines long-term block ownership by corporations and performance changes in firms with corporate block owners. We also examine potential reasons for corporate ownership including benefits in product market relationships, alleviation of financing constraints, and board monitoring by corporate owners. We find the largest significant increases in targets' stock prices, investment, and operating profitability when ownership is combined with alliances, joint ventures, and other product market relationships between purchasing and target firms, especially in industries with high research and development. Our findings are consistent with the conclusion that block ownership by corporations has significant benefits in product market relationships.     

Domestic and International Equity REIT Joint Ventures: Structuring Corporate Options

We examine a sample of 185 Joint Ventures parented by publicly-traded Equity Real Estate Investment Trusts 1994–2001. These transactions are found to be motivated by a wide variety of corporate strategies. Shareholder returns for REIT parents are significantly positive, which is consistent with wealth effects previously reported for joint ventures formed by non-REIT real estate firms. In a subsample of joint ventures formed to structure partial dispositions of property, however, abnormal returns are significantly negative, which is consistent with the free cash flow theory of Jensen. REIT joint venture experience in Asia has been neutral for value, but may improve in the future if early ventures have created options for more efficient partnerships later.     

公司治理成本的构成与公司治理效率的最优化研究

任何经济体制与结构中的公司治理问题归根结底都在于在既定的公司治理环境及其变迁中获取最优化的公司治理效率。在公司治理收益目标给定的条件之下, 最优化公司治理效率的实现必须基于一套完备有效的公司治理机制, 以在支付必要的公司治理成本的同时最小化公司治理成本的总和。在我国转轨经济中, 公司治理效率的提高应该基于公司治理环境的整体优化以及在此之中的公司治理机制的逐步完善。     

内部控制、企业投资与公司期权价值!

借鉴实物期权理论,本文考察了内部控制质量对企业投资决策和期权价值的影响。研究发现,良好的公司内部控制有助于公司高管层更好地把握投资机会,提高公司投资支出与投资机会的敏感性;良好的公司内部控制可以提高公司的投资效率,减少非效率投资尤其是过度投资。此外,给定净资产的前提下,如果公司的盈利能力较好,公司的内部控制会增加公司价值与净利润之间的凸增关系即增长期权价值;但是,给定净利润的前提下,如果公司的盈利能力较差,内部控制并不会增加公司价值与净资产之间的凸增关系即清算期权价值。本文的研究有助于更好地理解内部控制对公司价值影响的路径与作用机理,对于有关内部控制强制执行的争议也有重要的启示意义。     

论公司治理与会计控制

本文以委托代理理论、控制理论解释公司治理与会计控制之间的关系 ,提出公司治理机制是实施会计控制的基础。要在决策、激励、监督约束“三大机制”中整合会计组织结构、资金监控机制、会计与审计信息网络 ,将会计控制纳入到公司治理路径之上