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。     

Can tax convexity be ignored in corporate financing decisions?

The standard modeling practice in corporate finance has been to assume a linear tax schedule. This paper extends the structural contingent-claim model of corporate finance to incorporate a more realistic convex tax schedule. It is shown that tax convexity raises the optimal default boundary and thus increases the likelihood of default, and also reduces the optimal leverage ratio. While the former effect seems insignificant in general, the effect of tax convexity on the optimal leverage ratio can be quantitatively significant. We conclude that tax convexity should not be ignored in corporate financing decisions, and theoretical models should use a convex tax schedule instead of a linear one. Thus, the short answer to the question in the title is “No”.     

Shareholder Value Maximization—Is There a Role for Corporate Social Responsibility?

Although often viewed as inconsistent with the corporate goal of value maximization, the corporate social responsibility (CSR) movement can add value by helping companies develop and maintain their reputations for fair dealing with each of their important non-investor stakeholder groups, including employees, suppliers, and local communities. Such "reputational capital" in turn helps reinforce the commitment of those stakeholders through what amount to informal or implicit contracts—contracts that are often critical to a company's long-run success.
Nevertheless, the importance and difficulty of balancing stakeholder interests against the overarching goal of efficiency and value maximization cannot be overstated. As with any corporate investment, each dollar of investment in a corporate stakeholder group should be justified by at least a dollar of expected return over a finite time horizon. By practicing this kind of "enlightened value maximization," to borrow Michael Jensen's phrase, management is likely to end up increasing not only its returns to shareholders, but the size of the corporate pie that is divided among all its stakeholders. Viewed in this light, CSR and value maximization have the potential to be complementary undertakings that result in a virtuous circle in which "doing good" helps companies do well, and doing well provides the wherewithal to do more good.     

The Promise of Credit Derivatives in Nonfinancial Corporations (and Why It's Failed to Materialize)

Although industrial companies played a big part in the growth of foreign exchange, interest rate, and commodity price derivatives, such companies have had almost no role in the growth of credit derivatives. As the authors point out, industrial corporates are exposed to credit risk in a variety of ways, including customer accounts receivable, longer‐term supply contracts, loans to customers and vendors, and counterparty exposures. Credit derivatives, moreover, would allow corporate users to avoid a number of drawbacks associated with other methods for managing credit risk, including credit insurance, factoring, and surety bonds or securitization. But, as both surveys and interviews with credit derivatives dealers suggest, corporates' direct use of credit derivatives has been very limited, accounting for less than 5% of the credit protection purchased using credit derivatives. As the surveys and interviews also indicate, there are a number of reasons why corporates may be reluctant to use credit derivatives: (1) Unlike the cases of interest rate or currency risk, credit risk management is typically the purview of business units rather than the corporate treasury, and the business units tend to have considerably less experience with derivatives. (2) The protection provided by a credit derivative is unlikely to provide a perfect match for the loss that would be suffered by a corporate in the event of a default. (3) The liquidity in credit derivatives tends to be greatest in maturities that are much longer than those of most corporate credit exposures. (4) It is harder for a corporate to determine how much protection to buy than for a financial. (5) While the existing credit derivative documentation (which is based on loans or bonds) works well for banks and investors, it is less satisfactory for the credit risk faced by corporates, which is often based on “payment.” (6) While accounting standards require that credit derivatives be marked to market, the inability of corporates to mark to market their underlying exposure being hedged leads to unwanted volatility of earnings. Nevertheless, as the authors predict in closing, if the corporate demand for credit risk transfer becomes large and urgent enough, these obstacles will likely turn out to be temporary roadblocks.     

On Bayesian Value at Risk: From Linear to Non-Linear Portfolios

This paper proposes the use of Bayesian approach to implement Value at Risk (VaR) model for both linear and non-linear portfolios. The Bayesian approach provides risk traders with the flexibility of adjusting their VaR models according to their subjective views. First, we deal with the case of linear portfolios. By imposing the conjugate-prior assumptions, a closed-form expression for the Bayesian VaR is obtained. The Bayesian VaR model can also be adjusted in order to deal with the ageing effect of the past data. By adopting Gerber-Shiu's option-pricing model, our Bayesian VaR model can also be applied to deal with non-linear portfolios of derivatives. We obtain an exact formula for the Bayesian VaR in the case of a single European call option. We adopt the method of back-testing to compare the non-adjusted and adjusted Bayesian VaR models with their corresponding classical counterparts in both linear and non-linear cases.     

Shareholder Rights, Boards, and CEO Compensation

I analyze the role of executive compensation in corporate governance.As proxies for corporate governance, I use board size, boardindependence, CEO-chair duality, institutional ownership concentration,CEO tenure, and an index of shareholder rights. The resultsfrom a broad cross-section of large U.S. public firms are inconsistentwith recent claims that entrenched managers design their owncompensation contracts. The interactions of the corporate governancemechanisms with total pay-for-performance and excess compensationcan be explained by governance substitution. If a firm has generallyweaker governance, the compensation contract helps better alignthe interests of shareholders and the CEO.     

Corporate Insurance as a Necessary Form of Consultant–Investigator Contract

Existing literature argues that corporate insurance is purchased because the insurance company produces risk management information for publicly held corporations. In this article, we address a fundamental question as to why other financial intermediaries cannot perform the same information production function as the insurance company. We argue that when the risk manager of the firm performs multiple tasks and needs consulting and investigation services from an outside agent for efficient risk management, the optimal contract with the agent has to be in the form of an insurance contract. Other types of contracts, such as flat-fee contracts, cannot be optimal. Therefore, the insurance company is ideally suited to provides these services.     

Optimal redistributive tax and education policies in general equilibrium

This paper studies optimal linear and non-linear income taxes and education subsidies in two-type models with endogenous human capital formation, endogenous labor supply, and endogenous wage rates. Assuming constant human capital elasticities, human capital investment should be efficient under optimal linear policies, whether general equilibrium effects are present or not. Hence, education subsidies should not be used for distributional reasons. Due to general equilibrium effects, optimal linear income taxes may even become negative. Optimal non-linear policies exploit general equilibrium effects for redistribution. The high-skilled type optimally has a negative marginal income tax rate and a positive marginal education subsidy. The low-skilled type optimally faces a positive marginal income tax rate and a marginal tax on education. Simulations demonstrate that general equilibrium effects have only a modest effect on optimal non-linear policies.     

An Evaluation of the Corporate Takeover Model Using Neural Networks

Neural networks have been found to be promising in financial prediction tasks like bankruptcy and loan defaults. Their use in the capital markets is relatively new, although they have been used with some success in picking undervalued stocks. Accurate prediction of corporate takeover targets results in high financial payoffs. Researchers have used statistical procedures like logistic regression with little success in predicting corporate takeover targets. We use neural networks that are capable of producing complex mapping functions to predict mergers. We develop several neural network models carefully controlling for overfitting. Our results indicate that although neural networks map the data very well, they do not predict merger targets significantly better than logistic regression. This strongly suggests that the financial models used to predict mergers are inadequate. Firms should approach the development of merger prediction models cautiously and identify other factors that are more likely to predict mergers. Attempts to apply better analysis techniques to existing models will most likely produce similar results.     

Moral Hazard and the Portfolio Management Problem

This paper investigates the significance of nonlinear contracts on the incentive for portfolio managers to collect information. In addition, the manager must be motivated to disclose this information truthfully. We analyze three contracting regimes: (1) first-best where effort is observable, (2) linear with unobservable effort, and (3) the optimal contract within the Bhattacharya-Pfleiderer quadratic class. We find that the linear contract leads to a serious lack of effort expenditure by the manager. This underinvestment problem can be successfully overcome through the use of quadratic contracts. These contracts are shown to be asymptotically optimal for very risk-tolerant principals.     

A New Approach to International Arbitrage Pricing

This paper uses a nonlinear arbitrage-pricing model, a conditional linear model, and an unconditional linear model to price international equities, bonds, and forward currency contracts. Unlike linear models, the nonlinear arbitrage-pricing model requires no restrictions on the payoff space, allowing it to price payoffs of options, forward contracts, and other derivative securities. Only the nonlinear arbitrage-pricing model does an adequate job of explaining the time series behavior of a cross section of international returns.     

汇率风险对冲如何影响企业并购行为——基于自由现金流的视角

本文基于2001—2019年上市公司年报中关于外汇衍生品的使用信息,研究发现,使用外汇衍生品的上市公司相比未使用的公司发起并购的概率更低,但并购的市场和经营绩效有所提高。主要原因在于,中国上市公司进行并购通常以企业自有资金进行现金支付,外汇衍生品的使用大幅降低了公司出于预防性动机而持有的现金,从而降低了公司发起并购的概率。此外,进行汇率风险对冲可避免公司因持有大量自由现金流而发生的过度投资行为,从而提高了公司的投资效率。总体而言,使用外汇衍生品进行汇率风险对冲可使上市公司更注重并购质量而非并购数量,从而实现“少而精”的投资策略。本文研究对进一步厘清企业使用外汇衍生品的相关影响提供了一定参考。     

Accounting Earnings Processes,Inter-temporal Incentives and Their Implications for Valuation

Accounting measures such as levels and changes in residual earnings are widely used for performance evaluation and executive compensation (Healy, 1985). Quite often, these compensation contracts are of the linear form. In a multiperiod agency setting with hidden actions, where the agent's effort influences the random evolution of a general model of residual earnings, we show that linear compensation contracts based on weighted sum of the levels and changes of residual earnings are indeed optimal. We characterize the contract explicitly and show that the weights are determined by the earnings persistence parameter. Residual earnings are known to be important for valuation too (Ohlson, 1995; Easton and Harris, 1991). In our setting, we demonstrate that residual earnings are also sufficient for valuation. This implies that residual earnings can be used to align incentive goals with valuation objectives. In essence, our paper provides the theoretical underpinnings for linear contracts based on residual earnings and their implications for valuation.     

Sensitivity estimates for portfolio credit derivatives using Monte Carlo

Portfolio credit derivatives are contracts that are tied to an underlying portfolio of defaultable reference assets and have payoffs that depend on the default times of these assets. The hedging of credit derivatives involves the calculation of the sensitivity of the contract value with respect to changes in the credit spreads of the underlying assets, or, more generally, with respect to parameters of the default-time distributions. We derive and analyze Monte Carlo estimators of these sensitivities. The payoff of a credit derivative is often discontinuous in the underlying default times, and this complicates the accurate estimation of sensitivities. Discontinuities introduced by changes in one default time can be smoothed by taking conditional expectations given all other default times. We use this to derive estimators and to give conditions under which they are unbiased. We also give conditions under which an alternative likelihood ratio method estimator is unbiased. We illustrate the application and verification of these conditions and estimators in the particular case of the multifactor Gaussian copula model, but the methods are more generally applicable.      

公司社会声望与高管薪酬:公共服务抑或职业声誉

本文基于“隐性—显性”契约激励研究范式,探讨公司社会声望对高管薪酬的影响以及作用机制。本文选取2009—2017年间的非金融A股上市公司为样本,研究发现,拥有较高社会声望的公司,其高管显性薪酬较低。具体而言,公共地位较高的国有企业、具有较高市场声誉的民营上市公司,其高管薪酬平均而言分别比其他上市公司低4.97%和6.30%。进一步地,我们发现公司声望对我国高管显性薪酬契约存在两种作用机制:一方面,公共地位较高的国有企业,可以为高管带来较高的社会声誉和社会认可,满足了“公共服务”类高管的社会声望偏好,从而降低了显性薪酬的支付水平;另一方面,市场声誉较高的民营企业,可以为高管带来较高的职业声誉和未来职业利益,符合“以商为荣”类高管的社会声望偏好,使高管愿意接受较低的显性薪酬。本文的结论为公司声望作为一种有价值的资源,可以对高管显性薪酬形成议价能力提供了重要证据,揭示了公司声望对高管显性契约激励的影响路径;同时,为国有企业高管薪酬契约设计以及激励机制提供了一定启示。     

衍生产品使用对公司价值和业绩影响的实证检验

本文在回顾企业使用衍生产品相关理论的基础上，分析了中国上市公司使用衍生产品现状，并以深沪两市有色金属加工或生产行业上市公司为研究样本，实证检验中国上市公司使用衍生产品进行风险管理是否提高了公司价值和业绩，结果发现中国企业使用衍生产品并没有像西方理论所认为的那样可以提升公司价值，其原因在于国内企业使用衍生产品的负面影响抵消了其正面作用，所以无法起到提升公司价值的作用。在此基础上，文章提出了相关的政策建议。     

公司社会声望与高管薪酬:公共服务抑或职业声誉

本文基于“隐性—显性”契约激励研究范式,探讨公司社会声望对高管薪酬的影响以及作用机制。本文选取2009—2017年间的非金融A股上市公司为样本,研究发现,拥有较高社会声望的公司,其高管显性薪酬较低。具体而言,公共地位较高的国有企业、具有较高市场声誉的民营上市公司,其高管薪酬平均而言分别比其他上市公司低4.97%和6.30%。进一步地,我们发现公司声望对我国高管显性薪酬契约存在两种作用机制:一方面,公共地位较高的国有企业,可以为高管带来较高的社会声誉和社会认可,满足了“公共服务”类高管的社会声望偏好,从而降低了显性薪酬的支付水平;另一方面,市场声誉较高的民营企业,可以为高管带来较高的职业声誉和未来职业利益,符合“以商为荣”类高管的社会声望偏好,使高管愿意接受较低的显性薪酬。本文的结论为公司声望作为一种有价值的资源,可以对高管显性薪酬形成议价能力提供了重要证据,揭示了公司声望对高管显性契约激励的影响路径;同时,为国有企业高管薪酬契约设计以及激励机制提供了一定启示。     

Accounting and non-accounting based information in the market for debt: Evidence from Australian private debt contracts

This paper examines accounting and non-accounting based restrictive covenants in Australian private debt agreements. With respect to the former, our findings differ from previous research on public debt. We find more varied definitions of constraints and their specified tightness in private debt contracts than in public debt contracts. Further, limits on interest cover are found to be continuing constraints and not 'once-off' limits. The paper reports frequent use of more specific or 'tailored' accounting based constraints and the frequent inclusion of off-balance sheet numbers in the measurement rules specified.
The paper also provides the first Australian evidence on the use of non-accounting based constraints. These are pervasive and cover a wide range of corporate activity. While largely consistent with previous research the paper also reports evidence of restrictions previously argued to be sub-optimal and hence, unlikely to be observed. Specifically, there are frequent restrictions on firms' production and investment policies.     

Investment sensitivity to lender default shocks

We investigate how lender default shocks impact corporate investment. Lenders with recent default experience write stricter loan contracts, especially to borrowers with pre-existing relationships, leading to a reduction in real investment for all borrowing firms. The decline in investment is more pronounced when agency problems with creditors like asset substitution and claim dilution are higher. Moreover, the decline in investment is not attributable to more frequent covenant violations or to market conditions. The evidence highlights the role of supply-side frictions through the asset side of lenders’ balance sheets on corporate investment and how agency problems may act as mechanisms.     

On the Term Structure of Default Premia in the Swap and LIBOR Markets

Existing theories of the term structure of swap rates provide an analysis of the Treasury–swap spread based on either a liquidity convenience yield in the Treasury market, or default risk in the swap market. Although these models do not focus on the relation between corporate yields and swap rates (the LIBOR–swap spread), they imply that the term structure of corporate yields and swap rates should be identical. As documented previously (e.g., in Sun, Sundaresan, and Wang (1993)) this is counterfactual. Here, we propose a model of the default risk imbedded in the swap term structure that is able to explain the LIBOR–swap spread. Whereas corporate bonds carry default risk, we argue that swap contracts are free of default risk. Because swaps are indexed on "refreshed"-credit-quality LIBOR rates, the spread between corporate yields and swap rates should capture the market's expectations of the probability of deterioration in credit quality of a corporate bond issuer. We model this feature and use our model to estimate the likelihood of future deterioration in credit quality from the LIBOR–swap spread. The analysis is important because it shows that the term structure of swap rates does not reflect the borrowing cost of a standard LIBOR credit quality issuer. It also has implications for modeling the dynamics of the swap term structure.