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.     

Spinoffs and clustering

Geographic clustering of innovative industries is associated with the entry and success of spinoff firms. We develop a model to explain the multiple empirical patterns regarding cluster growth and spinoff formation and performance, without relying on agglomeration externalities. Clustering naturally follows from spinoffs locating near their parents. In our model, firms grow and spinoffs form through the discovery of new submarkets based on innovation. Rapid and successful innovation creates more opportunities for spinoff entry and drives a region's growth. Our model provides baseline estimates of levels of agglomeration that can be attributed to this process of innovation and spinoff formation.     

Analyst Specialization and Conglomerate Stock Breakups

This paper examines whether firms emerging from conglomerate stock breakups are able to affect the types of financial analysts that cover their firms as well as the quality of information generated about their performance. Our sample comprises 103 focus-increasing spin-offs, equity carve-outs, and targeted stock offerings between 1990 and 1995. We find that, after these transactions, sample firms experience a significant increase in coverage by analysts that specialize in subsidiary firms' industries, and a 30–50% increase in analyst forecast accuracy for parent and subsidiary firms. The improvement in forecast accuracy is partially attributable to expanded disclosure. However, forecast improvements for specialists exceed those for non-specialists, leading us to conclude that corporate focus can facilitate improved capital market intermediation by financial analysts with industry expertise.     

Two‐Sided Matching: How Corporate Issuers and Their Underwriters Choose Each Other

In this article, the authors update and confirm the findings of a 2005 article that was the first to view corporate underwriter choices as the outcome of a two‐sided matching process in which issuers look to the abilities of the underwriters offering their services and underwriters focus on the quality of the issuers that wish to use their services. This view offers a contrast with both the conventional representation of issuer‐underwriter associations as one‐sided decisions (by either issuers or underwriters) and the classical economist's representation of a competitive market in which prices serve as the primary market‐clearing mechanism. In their examination of both initial public offerings (IPOs) and seasoned equity offerings (SEOs) during the period 1980–2010, the authors continue to find strong evidence that higher‐quality issuers associate with more reputable underwriters and lower‐quality issuers match with lower reputation underwriters. Moreover, when examining cases of underwriter switching between an IPO and SEOs by the same issuer, they find that cases involving the largest divergence in the relative rankings of issuer and underwriter were the most likely to produce a change of underwriter—and that issuers that experienced larger post‐ IPO increases in quality were more likely to find more reputable underwriters for their SEOs (than for their IPOs). The authors also find that the larger the number of offerings brought to market in a given year, the smaller the market share of the top‐tier underwriters, likely reflecting the willingness of the most reputable underwriters to turn down business to maintain quality and reputation. Finally, the most reputable underwriters appear to benefit from the fact that the issuers whose IPOs they underwrite end up raising larger amounts of capital, both at the time of the IPO and in the larger and more frequent seasoned offerings by such issuers that come after the IPO. This evidence in support of two‐sided matching suggests that, especially for high‐quality issuers, the reputation of the underwriters they contract with for security offerings is likely to be more important than the underwriting fees they incur. What's more, the authors' finding that the most reputable underwriters are less likely to lose high‐quality clients and have more stable market share—and that the higher‐quality issuers they attract end up raising larger amounts of capital over their lives as public companies—suggests that underwriters' investments in building and preserving their reputations have a large expected payoff.     

外部融资与企业成长关系的实证研究

在金融发达国家，外部融资对行业成长有明显促进作用。实证分析显示，我国企业要想获得更快、更好的发展，一方面要充分利用各种融资渠道，以便提高外部融资在总资产中的比重，另一方面要注意各种融资方式的合理搭配，防止因债务融资与权益融资之比过高而给企业今后的总资产增长带来不利影响。     

How Theories of Financial Intermediation and Corporate Risk-Management Influence Bank Risk-Taking Behavior

This paper examines the rationales for risk-taking and risk-management behavior from both a corporate finance and a banking perspective. After combining the theoretical insights from the corporate finance and banking literatures related to hedging and risk-taking, the paper reviews empirical tests based on these theories to determine which of these theories are best supported by the data. Managerial incentives are the most consistently supported rationale for describing how banks manage risk. In particular, moderate/high levels of equity ownership reduce bank risk while positive amounts of stock option grants increase bank risk-taking behavior. The review of empirical tests in the banking literature also suggests that financial intermediaries coordinate different aspects of risk (e.g., credit and interest rate risk) in order to maintain a certain level of total risk. The empirical results indicate hedgeable risks such as interest rate risk represent only one dimension of the risk-management problem. This implies empirical tests of the theories of corporate risk-management need to consider individual sub-components of total risk and the bank's ability to trade these risks in a competitive financial market. This finding is consistent with the reality that banks have non-zero expected financial distress costs and bank managers cannot fully diversify their bank-related personal investments.     

Corporate Governance, Board Diversity, and Firm Value

This study examines the relationship between board diversity and firm value for Fortune 1000 firms. Board diversity is defined as the percentage of women, African Americans, Asians, and Hispanics on the board of directors. This research is important because it presents the first empirical evidence examining whether board diversity is associated with improved financial value. After controlling for size, industry, and other corporate governance measures, we find significant positive relationships between the fraction of women or minorities on the board and firm value. We also find that the proportion of women and minorities on boards increases with firm size and board size, but decreases as the number of insiders increases.     

Size Effects in the Pricing of Corporate Bonds

Large orders for corporate bonds get preferential treatment unlike large orders for stocks on the NYSE. A structural explanation, namely, that the corporate bond market is dealer‐dominated, has been offered for the favorable pricing. In this paper, we offer an additional explanation, namely, that the improved pricing for large orders is due to the net impact such orders have on a market maker's costs. Using a data sample that is substantially free of timing mismatch, we support our assertion by sorting the sample into ‘brokered’ trades, which are trades where the dealer merely crosses buy and sell orders and ‘inventoried’ trades, where the dealer trades out of his inventory. We find that large orders raise information costs, but lower inventory costs for ‘inventoried’ trades. The net result is a smaller price advantage than received by large orders on ‘brokered’ trades which are not subject to these costs.     

小银行如何完善公司治理——浙江民泰商业银行的启示

从商业银行发展的历史和现实来看,健全、良好的公司治理是商业银行健康成长、持续发展的基本前提。良好的公司治理不仅有利于商业银行确立战略发展目标,确定实现目标的途径,加速决策的执行,实施有效监督;而且能够提高商业银行的信用等级,能够使商业银行赢得投资人和社会公众的充分信任。国外的实证研究也表明,当一家商业银行被认为有良好的公司治理时,通常来说会有更好的经营业绩、更强的竞争能力和更加明显的综合实力。     

控制权机制对公司治理的影响研究

公司控制权是公司治理中的核心问题。近几年，国内关于公司治理的实证研究文献越来越多，但是讨论公司控制权与公司治理之间关系的实证研究文献却并不多，这是我国公司治理研究领域比较薄弱的一个环节。本文从我国证券市场的实际情况出发，以公司控制权机制对公司治理的影响为研究主题，通过实证分析，讨论了公司控制权机制对公司治理绩效的影响，并提出了一些建议。     

董事会规模与公司价值关系的进一步检验——基于公司规模门槛效应的分析

对于董事会规模与公司价值之间的关系,以往的研究得出了完全不同的两种结论,分析原因可能是因为公司在确定董事会规模时很大程度上取决于公司规模大小。本研究通过检验发现,公司规模对董事会规模具有门槛效果,通过使用门槛自回归模型可以更好地解释董事会规模和公司价值之间的关系,实证研究的结果表明,在公司规模相对较小的门槛区间,董事会规模和公司价值之间存在显著的正相关关系,而在公司规模较大的门槛区间,董事会规模与公司价值之间的关系在统计上不显著,但符号上表现为负相关关系。     

Common Failings: How Corporate Defaults Are Correlated

We test the doubly stochastic assumption under which firms' default times are correlated only as implied by the correlation of factors determining their default intensities. Using data on U.S. corporations from 1979 to 2004, this assumption is violated in the presence of contagion or “frailty” (unobservable explanatory variables that are correlated across firms). Our tests do not depend on the time‐series properties of default intensities. The data do not support the joint hypothesis of well‐specified default intensities and the doubly stochastic assumption. We find some evidence of default clustering exceeding that implied by the doubly stochastic model with the given intensities.     

差异性与外部性：欠发达地区企业信用评级市场分析

信用评级市场是现代金融不断发展的产物,其发展状况已成为一个地区金融发展程度的重要标志.企业信用评级的结果决定着企业能否得到银行的信贷授信,评级结果的准确性也与银行信贷资金的安全性紧密相连.     

Wanna Dance? How Firms and Underwriters Choose Each Other

We develop and test a theory explaining the equilibrium matching of issuers and underwriters. We assume that issuers and underwriters associate by mutual choice, and that underwriter ability and issuer quality are complementary. Our model implies that matching is positive assortative, and that matches are based on firms' and underwriters' relative characteristics at the time of issuance. The model predicts that the market share of top underwriters and their average issue quality varies inversely with issuance volume. Various cross‐sectional patterns in underwriting spreads are consistent with equilibrium matching. We find strong empirical confirmation of our theory.     

Accounting Policy Choice: The Relationship Between Corporate Tax Burdens and Company Size

Whilst there have been a number of papers that test the Watts and Zimmerman positive accounting hypotheses in a UK setting, no similar test has been made of the size effect using corporate tax burdens as a proxy for political costs. Using data for 5,998 year-ends from 1968 to 1993 this paper finds that: during 1968–79 there is evidence of a size effect; in a number of years a negative association between firm size and tax burden exists; and of the five industry categories examined, the 'mineral extractive' industry had the highest tax burden throughout the period 1968–1979.     

上市公司所得税负担与规模、地区及行业关系

进行中的所得税改革要体现其对经济调节的职能，因此在我国经济发展的关键形势下，调整所得税优惠结构是非常关键的问题，即从地区型优惠转向产业优惠或项目优惠。     

Corporate Cash Policy and How to Manage it with Stock Repurchases

At the end of 2004 total U.S. corporate cash holdings reached an all‐time high of just under $2 trillion—an amount equal to roughly 15% of the total U.S. GDP. And during the past 25 years, average cash holdings have jumped from 10% to 23% of total corporate assets. But at the same time their levels of cash have risen, U.S. companies have paid out dramatically increasing amounts of cash to buy back shares. This article addresses the following questions: What accounts for the dramatic increase in the average level of corporate cash holdings since 1980? And why do some companies keep so much cash (with one fourth of U.S. firms holding cash amounting to at least 36% of total assets) while others have so little (with another quarter having less than 3%)? Why do companies pay out excess cash in the form of stock repurchases (rather than, say, dividends), and what explains the significant increase in repurchases (both in absolute terms and relative to dividends) over time? The author begins by arguing that cash reserves provide companies with a buffer against possible shortfalls in operating profits—one that, especially during periods of financial trouble, can be used to avoid financial distress or provide funding for promising projects that might otherwise have to be put off. Such buffers are particularly valuable in the case of smaller, riskier companies with lots of growth opportunities and limited access to capital markets. And the dramatic increase in corporate cash holdings between 1980 and the present can be attributed mainly to an increase in the risk of publicly traded companies—an increase in risk that reflects in part a general increase in competition, but also a notable change over time in the kinds of companies (smaller, newer, less profitable, non‐dividend paying firms) that have chosen to go public. At the other end of the corporate spectrum are large, relatively mature companies with limited growth opportunities. Although such companies tend to produce considerable free cash flow, they also tend to retain relatively small amounts of cash (as a percentage of total assets), in part because of shareholder concern about the corporate “free cash flow problem”—the well‐documented tendency of such companies to destroy value through overpriced (often diversifying) acquisitions and other misguided attempts to pursue growth at the expense of profitability. For companies with highly predictable earnings and investment plans, dividends provide one means of addressing the free cash flow problem. But for companies with more variable earnings and less predictable reinvestment, open‐market stock repurchases provide a more flexible means of distributing cash to shareholders. Unlike the corporate “commitment” implied by dividend payments, an open market stock repurchase program creates what amounts to an option but not an obligation to distribute funds. The value of such flexibility, which increases during periods of increased risk and uncertainty, explains much of the apparent substitution of repurchases for dividends in recent years.     

How Does Size Affect Mutual Fund Behavior?

If actively managed mutual funds suffer from diminishing returns to scale, funds should alter investment behavior as assets under management increase. Although asset growth has little effect on the behavior of the typical fund, we find that large funds and small‐cap funds diversify their portfolios in response to growth. Greater diversification, especially for small‐cap funds, is associated with better performance. Fund family growth is related to the introduction of new funds that hold different stocks from their existing siblings. Funds with many siblings diversify less rapidly as they grow, suggesting that the fund family may influence a fund's portfolio strategy.     

证券市场对公司治理的作用

对于证券市场的一线监管者来说，为了保护投资者和保障上市公司的规范运作，必须关注上市公司的治理。对于上市公司的监管，除了有关定期和临时信息披露的内容之外，还包括上市公司自身运作规范化层面的监管。……     

公司收入作假手段的识别及审计对策

公司粉饰经营业绩的作假手法一般包括虚增资产和收入、虚减负债和费用。其中虚增销售收入是公司业绩作假的主要手段之一,也是注册会计师审计时应关注的主要方面。本文旨在总结公司常见的收入作假手段、分析注册会计师识别收入作假的途径以及应采用的主要审计对策。 公司收入作