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。     

Blocks, Liquidity, and Corporate Control

The paper develops a simple model of corporate ownership structure in which costs and benefits of ownership concentration are analyzed. The model compares the liquidity benefits obtained through dispersed corporate ownership with the benefits from efficient management control achieved by some degree of ownership concentration. The paper reexamines the free-rider problem in corporate control in the presence of liquidity trading, derives predictions for the trade and pricing of blocks, and provides criteria for the optimal choice of ownership structure.     

Corporate Governance When Managers Set Their Own Pay

This paper presents a model of the firm in which the manager has discretion over his own compensation, constrained only by the threat of shareholder intervention. The model addresses two main questions. How does shareholder power affect managers' compensation and their incentives to maximise firm value? And what is the optimal level of shareholder power? Expectedly, the model shows that increasing shareholder power leads to lower managerial pay. Greater shareholder power, however, also weakens the manager's incentives to maximise value and may even lead to lower profits for shareholders. There might, thus, be too much, as well as too little, shareholder power. The model characterises the optimal level of shareholder power and yields predictions about the relation between shareholder power, managerial pay, performance and firm characteristics.     

Two-Stage Acquisitions, Free-Riding, and Corporate Control

This study examines two-stage acquisitions, focusing upon first- and second-stage excess returns for both acquired and acquiring firms, and analyzing the relation between acquisition returns and ownership interest. The evidence suggests that target firm shareholders do not free-ride. Evidence is also provided indicating that premiums are paid by the majority holder to acquire a remaining minority interest.     

Voluntary Disclosures,Corporate Control,and Investment

We examine the valuation and capital allocation roles of voluntary disclosure when managers have private information regarding the firm’s investment opportunities, but an efficient market for corporate control influences their investment decisions. For managers with long‐term stakes in the firm, the equilibrium disclosure region is two‐tailed: only extreme good news and extreme bad news is disclosed in equilibrium. Moreover, the market’s stock price and investment responses to bad news disclosures are stronger than the responses to good news disclosures, which is consistent with the empirical evidence. We also find that myopic managers are more likely to withhold bad news in good economic times when markets can independently assess expected investment returns.     

Information Control, Career Concerns, and Corporate Governance

We examine corporate governance effectiveness when the CEO generates project ideas and the board of directors screens these ideas for approval. However, the precision of the board's screening information is controlled by the CEO. Moreover, both the CEO and the board have career concerns that interact. The board's career concerns cause it to distort its investment recommendation procyclically, whereas the CEO's career concerns cause her to sometimes reduce the precision of the board's information. Moreover, the CEO sometimes prefers a less able board, and this happens only during economic upturns, suggesting that corporate governance will be weaker during economic upturns.     

Corporate Dividend Policy: The Views of British Financial Managers

Abstract:   Using a survey approach, this paper examines the importance and relevance of the various theories of dividend policy for UK companies. Further, it evaluates the extent to which corporate characteristics such as size and industry influence managerial responses to the survey. In general, the results support dividend hypotheses relating to signalling and ownership structure, in preference to those about capital structure and investment decisions and agency issues. At a more detailed level, the cross sectional analysis reveals important differences between managers' responses, based on company size, industry sector, growth opportunities, ownership structure and information asymmetry.     

代理成本、内部控制与企业腐败

腐败侵蚀社会财富、阻碍经济增长、破坏民主政治,必须坚决予以打击.反腐已成为目前理论界和实务界关注的焦点.利用我国上市公司2007-2012年企业腐败和财务数据为样本,研究了代理成本、内部控制和企业腐败的关系.实证发现:代理成本与企业腐败正相关、内部控制能削减代理成本,对企业腐败具有抑制作用.进而为抑制企业腐败,提供新的思路和政策依据.     

公司治理 财务契约与财务控制

本文着重分析公司的各种财务契约关系中索取权人之间的利益冲突,以及这些契约解决经济主体之间的利益冲突的主要机制。从财务控制的角度,分析不同的索取权人对公司实施投资控制、筹资控制和分配控制的主要机制和控制要点。从契约和控制的角度分析了现行公司治理结构的成因,探讨了财务控制权的配置问题。     

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.”     

Executive Remuneration and Corporate Divestment: Motivating Managers to Make Unpalatable Decisions

Abstract:  This study examines the impact of voluntary divestment on executive remuneration, using an unbalanced panel of 107 UK quoted companies over the period 1988 to 1993. It employs a dynamic compensation equation, with a vector of controls and alternative specifications of the divestment effect. The results show no general direct evidence of a remuneration process that rewards managers for downsizing their firms. Indeed the substantial pay-size elasticity implies the reverse. However, divestment does have a positive and significant effect in raising executive remuneration under a regime of strong corporate governance, defined in terms of the presence of a substantial blockholder.     

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.     

Do Managers Have Capital Structure Targets? Evidence from Corporate Spinoffs

The two main theories of capital structure—the tradeoff theory and the pecking order theory—have opposite predictions about the expected relationship between corporate leverage and profitability. According to the tradeoff theory, companies that earn higher profits will use more debt both to shield their income from corporate taxes and to discipline corporate investment policy. In contrast, the pecking order theory predicts that more profitable companies will borrow less mainly because they have less need to borrow.
Corporate spinoffs provide a unique opportunity to investigate the influence of profitability and other asset characteristics on the design of capital structure. In their study of 98 spinoffs over the period 1979–1997, the authors began by investigating the popular argument that managers routinely assign more debt to subsidiaries than parents in order to leave the parents less encumbered—a possibility they reject after finding that the average leverage ratios of the parents and spunoff units were roughly equal. At the same time, the authors reported large differences in the leverage ratios among both parents and spun-off units, and that the variation was explained primarily by differences in three factors: asset tangibility and the level and variability of cash operating profits. Consistent with the tradeoff theory (but not the pecking order), the study found a significantly positive correlation between a post-spinoff company's cash profitability and its assigned debt load, as well as a negative correlation between debt and the variability of operating cash flow.     

内部控制质量、盈余持续性与公司价值

本文从内部控制质量的角度探讨盈余持续性的一个动因,从公司价值的角度探讨盈余持续性的一个经济后果。我们基于有关的理论框架和前人研究成果提出两个假设:公司内部控制质量越高,盈余持续性越好;公司的盈余持续性越高,公司价值越高。我们基于2007-2010年A股上市公司的年报、有关公告以及股价等信息,选取了6648家样本公司,以无保留内部控制审计意见代表高质量的内部控制,用类似于Sloan(1996)等方法度量盈余持续性,用托宾Q表示公司价值。经验证据发现,公司的内部控制质量与盈余持续性正向关联,盈余持续性与公司价值也正向关联,支持了我们所提出的假设。这表明,我国上市公司内部控制管制初见成效,既有利于提高上市公司的盈余质量,也有利于公司估价。     

金字塔控制、关联交易与公司价值——基于我国民营上市公司的实证研究

本文以我国证券市场2002～2004年329家民营上市公司为样本，考察了金字塔控制、关联交易与公司价值之间的关系。发现民营上市公司的金字塔控制不利干公司价值：民营上市公司的最终控制人主要通过关联方担保、关联方资金占用和上市公司与关联方的商品购销活动来侵占小股东的利益，其政策含义是应该鼓励自然人直接持股上市公司，加强对关联交易的监管。更为重要的是必须改营公司外部治理环境、尤其是法律对投资者权益的保护，从而从根本上杜绝民营上市公司及其最终控制人对小股东的侵害行为，改善公司治理，提高公司价值。     

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     

Corporate Control,Portfolio Choice,and the Decline of Banking

In the 1980s, U.S. banks became systematically less profitable and riskier as nonbank competition eroded the profitability of banks' traditional activities. Bank failures rose exponentially during this decade. The leading explanation for the persistence of these trends centers on fixed-rate deposit insurance: the insurance gives bank equityholders an incentive to take on risk when the value of bank charters falls. We propose and test an alternative explanation based on corporate control considerations. We show that managerial entrenchment played a more important role than did the moral hazard associated with deposit insurance in explaining the recent behavior of the banking industry.     

大股东控制、市场化程度与公司现金持有水平

运用2003～2008年我国所有非金融类A股上市公司的样本数据,从大股东控制视角出发,重点关注第一大股东持股比例、实际控制人性质和公司所在地区市场化程度对于公司现金持有水平的共同作用。结果表明,第一大股东持股比例与公司现金持有量水平正相关,实际控制人为国有的比非国有的上市公司的现金持有量高;公司外部治理环境的改善,有助于减轻由第一大股东持股比例以及实际控制人性质对公司现金持有量造成的负面影响。     

Agency, Bid Resistance and the Market for Corporate Control

In this paper we investigate the effects of post-bid defence activity for a sample of takeover bids in the UK. We find that most of the defences investigated promote the interests of target managers by significantly lowering the probability of bid success. We also find that most of the defences promote the interests of shareholders by increasing wealth gains by an amount that varies between 9% and 14%. These results suggest that bid resistance is to the mutual benefit of the managers and shareholders of target firms. This conclusion is in line with recent developments in agency theory.