公司法人治理的治标之策和治本之道

本文将公司法人治理(Corporate Governance)机制分为属于治本之道的内部治理机制和属于治标之策的外部治理机制。外部治理机制包括法律体系对投资者的保护、公司控制权市场及经理人才市场是否完备、机构投资者的作用等;内部治理机制包括董事会治理、监事会治理、薪酬机制和股权治理等,其中发挥关键作用的是股权治理和董事会治理。从提升公司治理效率角度看,股权治理方面股权制衡类高于一股独大类公司,董事会治理方面则强调董事会的构成、董事会的规模、董事会成员的激励和董事会的领导结构。本文通过上述分析,并结合我国的具体情况,探讨在我国实现良好公司法人治理机制的路径。通过持续构建科学合理的公司决策、执行和监督体系,以最终实现我国公司价值的普遍提升。     

Individual investors and local bias in the UK, 1870–1935

This article examines the long‐run evolution of local bias by UK investors between the 1870s and the 1930s. It uses a large sample of nearly 30,000 shareholders based on 197 sets of share records, a large and representative database of the investor population across sectors and time. It investigates the structure and the evolution of local investment preference between shareholders and the companies in which they invested, as measured by the distance between where they lived and corporate headquarters. The study offers evidence of strong initial local investment preference, which declined over time for non‐Londoners, but remained strong for Londoners until the 1930s. Local investment preference of security holders was related to the size of the board of directors and, for wealthy investors, was related to the age of the firm. For large firms, local networks between investors and directors appear stronger when director shareholdings and voting rights were important. This study supports the analytical hypothesis of local informal trust networks between investors and directors as a means to overcome informational asymmetries and weak legal protection, and provides evidence that local preference was a means to curb insider opportunism and private benefits of control.     

Memories of colonial law: The inheritance of human capital and the location of joint ventures in early-reform China

Using a unique data set of Chinese foreign direct investment (FDI) contracts from the 1980s and early 1990s, we explore those mechanisms of historical persistence resulting from China's unique colonial experience. Adopting difference-in-differences as well as difference-in-difference-in-differences analysis within conditional logit, we provide evidence that foreign investors favored locating FDI in Chinese cities in which their home country had a colony in the 19th century and that a human-capital channel best explains this persistent impact of colonial experience. While alternative explanations for long-term persistence are not consistent with the empirical findings, the results suggest that legal human capital inherited from colonial times affected economic decisions after 1978. Thus, we attempt to advance the literature on history's long-lasting influence by proposing one particular mechanism of persistence—memory of legal institutions, or inheritance of legal human capital.     

Dynamic Information Disclosure

We explore the optimal timing of voluntary disclosures when firms and outside investors have correlated but not identical signals. By delaying disclosure of their signal, firms encourage the acquisition of information by investors by reducing the latter's exposure to the long‐term risk of holding the asset. Immediate disclosure reduces rents from acquiring the correlated signal, and thus is sometimes suboptimal in a dynamic setting. We characterize conditions under which postponing disclosure is preferable, which allows us to develop predictions on the timing of voluntary information disclosures such as management guidance.     

The pervasiveness and severity of tunneling by controlling shareholders in China

This article investigates tunneling by controlling shareholders in China's public companies, and finds that, first, tunneling is pervasive and severe; and, second, private controlling ownership significantly increases the severity of tunneling. This article argues that in China, where there is not sufficient and effective legal protection for investors, controlling shareholders, especially shareholders of privately controlled public companies, are able to conduct tunneling at minimal costs. Further, corporate governance mechanisms alone are not sufficient to protect minority shareholders.     

Legal Traditions and Foreign Ownership Modes: Evidence from China

Using census data gathered in 2001, the present paper examines how legal traditions influence foreign investors’ choice of ownership modes in China. The study finds that, first, investors from economies sharing the same legal origin with China tend to select ownership modes with a relatively high level of foreign control. That is, such foreign direct investment (FDI) firms are more likely to be wholly owned enterprises or joint ventures with relatively large foreign shares. Second, similarities in legal enforcement between China and the home economies correlate positively with high foreign control. Third, the effects of legal traditions on ownership modes are relatively weak for new entrants compared to their forerunners, probably owing to the continuous improvement in China's business and law institutions.     

我国私募基金的风险及防范

我国私募基金面临着法律与政策风险、经营风险、道德风险、市场风险等,投资者的利益受到严重威胁。应采取明确私募基金法律地位、强化对私募基金的监管、培养成熟理性的投资者、适时推出股指期货等措施加以防范。     

Unregulated Stock Markets in Second Life

SLCapex is a stock exchange owned and operated by “residents” of the online virtual world Second Life. Despite its almost complete lack of regulation and legal protections against fraud or insider trading, issuers were able to raise approximately US$145,000 from investors, which grew to US$900,000 in market value before plummeting, resulting in overall investor returns of ?71%. Investors in large issuances lost more than investors in small issuances, and small investors experienced more severe losses relative to large investors when more money was at stake, indicating that the market did a poor job of protecting investors from issuers and of providing a level playing field for investors. Theories from financial economics can explain the markets' poor performance in the absence of regulatory and legal institutions, but they cannot easily explain why issuers were able to raise capital in such a setting.     

哈萨克斯坦含量规则在哈国油气资源开发利用中的适用

哈国有关油气资源领域哈萨克斯坦含量规则的法律规定,在商品、服务采购以及雇佣员工过程中,不仅将完成哈萨克斯坦含量作为法定义务,且规定其为必备合同条款。在双重规制下,使哈萨克斯坦含量规则得以完全适用并且比例逐年提高,此举促进了哈国经济贸易的发展但也为中国的投资者设置了障碍,中国投资者应审慎应对哈萨克斯坦含量带来的消极影响。     

外资并购中的主体法律形态的研究

外资并购是外资通过企业兼并或者企业收购取得国内企业的控制权而进入国内市场的活动。外资并购中国企业前、后,其法律形态也相应的发生变化,同时也将面临适用不同法律体系的问题,因此研究外资并购中的主体法律形态具有重要的现实意义。本文首先概述了外资并购;其次分析了外资并购法律关系中的主体法律形态;再次探讨了外资并购后的主体法律形态;最后对外资并购中国企业主体法律形态的提出了自己的建议。     

Squeezing the bears: cornering risk and limits on arbitrage during the ‘British bicycle mania’, 1896–8

This article examines the extent to which Victorian investors were short‐sale constrained. While previous research suggests that there were relatively few limits on arbitrage, this article argues that short‐sales of stocks outside the Official List were indirectly constrained by the risk of being cornered. Evidence for this hypothesis comes from three corners in cycle company shares which occurred in 1896–7, two of which resulted in substantial losses for short‐sellers. Legal efforts to retrieve funds lost in a corner were unsuccessful, and the court proceedings reveal a widespread contempt for short‐sellers, or ‘bears’, among the general public. Consistent with the hypothesis that these episodes affected the market, this study's findings show that cycle companies for which cornering risk was greater experienced disproportionately lower returns during a subsequent crash in the market for cycle shares. This evidence suggests that, under certain circumstances, short‐selling shares in Britain prior to 1900 could have been much riskier than previously thought.     

Land,ladies, and the law: a case study on women's land rights and welfare in Southeast Asia in the nineteenth century†

This study evaluates women's de jure and de facto land rights and their implications for household welfare in nineteenth‐century Bangkok. Women constituted a significant share of agricultural landowners holding government‐issued land deeds in central Siam (now Thailand)—a pattern that stands in contrast to both historical and contemporary developing economy contexts where the structure of land rights often favours men. The findings show, through both direct and indirect evidence, that women's de jure rights were upheld in practice. Women made significantly more agricultural investments than male or mixed‐gender owners, which supports the assertion that women perceived their land rights as secure under Siam's traditional usufruct land rights system. An assessment of land‐related court cases directly supports our claim, showing that women in Siam had access to legal representation and were protected when their land rights were challenged by investors and local elites in the context of high demand for both agricultural and urban land. Such secure land rights helped preserve women's livelihoods as agriculturists and household well‐being. We estimate that the median female‐owned orchard could support 10 adults annually, achieving a standard of living comparable to unskilled labourer households in Beijing and Milan during the same period.     

Information‐Processing Costs and Breadth of Ownership

Using the U.S. Securities and Exchange Commission's mandate of eXtensible Business Reporting Language (XBRL) as a natural experiment, this study investigates whether and how the decreased information‐processing costs brought about by XBRL influence firms’ breadth of share ownership. We find that the XBRL mandate is associated with an increase in the total number of a firm's shareholders. This finding is consistent with the notion that XBRL facilitates a more transparent environment and decreases information‐processing costs, thereby attracting more shareholders in general. More interestingly, we find that while XBRL adoption is associated with an increase in share ownership of individual and non‐U.S. foreign institutional investors, it is associated with a decrease in share ownership of U.S. domestic institutional investors. Further evidence shows that this asymmetric shift in share ownership is more pronounced for more complex firms. Our findings, taken together, suggest that the decreased information‐processing costs brought about by XBRL help firms establish a level playing field by reducing the information disadvantages of individual and foreign institutional investors over domestic institutional investors. Our results are robust to potential endogeneity concerns and alternative research designs.     

Linguistic Information Quality in Customers' Forward‐Looking Disclosures and Suppliers' Investment Decisions

This study examines whether and how linguistic information quality (measured by readability) of customer firms' management earnings forecast reports (MEFRs) affects supplier firms' investment quality (measured by investment efficiency). Our analyses reveal that supplier investment efficiency is positively associated with the average linguistic information quality of customers' prior MEFRs, and the positive association between supplier investment efficiency and customer MEFRs' numerical information quality is stronger in supplier firms with more readable customer MEFRs. Our analyses also reveal that higher linguistic information quality of customer MEFRs improves the monitoring of supplier firms by their outside stakeholders, such as institutional investors and financial analysts, and ameliorates the negative impact of suppliers' customer‐dependence on their investment efficiency. Our results suggest that greater linguistic information quality of a customer firm's forward‐looking disclosures is associated with higher‐quality investments made by its suppliers along the supply chain.     

可转债运作中机构参与公司治理的分析

超常规发展机构投资者,参与公司治理是构建我国公司的外部治理机制的主要思路。本研究以可转债运作为例,阐述了这一治理机制中机构投资者和公司双方的角色定位、利益需求和相互作用方式并就相互过程举例,说明了机构投资者与公司的相互影响过程,并分析这一过程中可能出现的违规风险,及提出改进这种治理结构的想法。以期更有利于我国公司治理的完善。     

Structure of Firm Location Choices: An Examination of Japanese Greenfield Investment in China*

This paper presents an empirical investigation of the location decision structure of Japanese investors in China. In this study, a nested logit model and rich Japanese firm‐level greenfield manufacturing foreign direct investment data are calibrated together. This examination is not only driven by the unsatisfactory model specification of the conditional logit model in previous location choice analyses, specifically the violation of the independence from irrelevant alternatives assumption; but is also driven by the urgent need to better understand foreign investors’ in general and Japanese investors’ in particular location decision structure in China. Two potential hierarchical and sequential location decision‐making structures of Japanese investors are then tested, which are respectively in line with the spatial divide of China's FDI preferential policies and with China's six traditional census areas.     

论证券市场中小投资者的法律保护

证券市场中小投资者的法律保护是广大股民都关心的话题。本文论述了证券市场中小投资者受侵害的表现形式和证券市场中小投资者的法律保护。     

When Does Pre‐IPO Financial Reporting Trigger Post‐IPO Legal Consequences?

Prior research suggests that the fear of litigation precludes most managers from manipulating earnings in the initial public offering (IPO) setting. Yet, managers' restraint is perhaps unwarranted: research has not yet linked instances of aggressive pre‐IPO reporting to increased litigation risk. This paper investigates when aggressive IPO reporting triggers legal consequences. Examining 2,037 IPOs, we find that even when ex post evidence indicates the presence of earnings inflation, litigation is more likely to occur when investors have relied on the suspect earnings during the pricing process. Why might investors rely on some firms' abnormal accruals when valuing the IPO and yet discount the abnormal accruals of other firms? Our analyses suggest that IPO investors incorporate abnormal accrual information into IPO prices in situations where accruals are more likely to reflect information and where other sources of information to help investors make pricing decisions are lacking or are less reliable. In these situations, we find that abnormal accruals do positively correlate with future performance, validating investors' use of this information when pricing these offerings. Yet, when ex post performance reveals that these pre‐IPO abnormal accruals were in fact inflated, we find that litigation emerges to allow harmed shareholders to recover losses incurred dating back to the pricing process—importantly, investors are only harmed if they used those abnormal accruals in pricing the IPO. Collectively, our evidence indicates that litigation in response to earnings inflation does indeed surface in the IPO setting—but only when investors need it to settle the score.     

The Effect of Investor Status on Investors' Susceptibility to Earnings Fixation

This study investigates whether an individual's status as a current or a prospective investor affects the investor's susceptibility to earnings fixation and proposes a mechanism to reduce earnings fixation. Our experimental results suggest that current investors are more susceptible to earnings fixation than prospective investors, and that current investors can reduce earnings fixation by explicitly forecasting future earnings as part of their evaluation process. We provide theory‐consistent evidence that current investors' prevention focus makes them elevate the importance of summary earnings in their evaluation of a company. However, after forecasting future earnings, current investors view summary earnings as only one of several similarly important evaluation inputs rather than as one substantially more important input (relative to its components). Our study contributes to research on earnings fixation and investor status. We also contribute to practice by documenting the moderating effect of investor status on earnings fixation and by identifying a simple mechanism that current investors can use to reduce their susceptibility to earnings fixation.     

乌兹别克斯坦投资法律环境的利弊分析

中国与乌兹别克斯坦建交以来,两国间贸易额连年增长,乌兹别克斯坦已成为我国在中亚五国中的第三大贸易投资伙伴,但中国投资者因对乌兹别克斯坦投资法律环境了解不够充分而导致投资失败的案例举不胜举。深入分析乌兹别克斯坦投资法律环境的利弊将有利于中国投资者审慎决策,为此,本文对乌兹别克斯坦的投资法律环境进行了分析,认为有利方面表现在鸟兹别克斯坦不断完善其税收体系、从法律上保障外国投资者的权益、对内外资提供基本一致的法律保护和向外资提供各种优惠政策等;不利方面表现在对外资准入、企业经营以及外资退出等方面还存在着不同程度的限制。