Determinants of the medium of payment used to acquire privately-held targets

Since private firms have a unique ownership structure, the method of payment decision when acquiring private firms is influenced by a different set of factors than the method of payment decision when acquiring public firms. We find that bidders are more likely to pay for private targets with stock when the capital gain tax rate is relatively high. This relationship is attributed to greater tax benefits to private owners who receive stock in periods when the capital gains tax is high. Bidders are more likely to use stock in takeovers when the targets are high-tech firms, which we attribute to protection against overpayment by using a contingent pricing method. Bidders are more likely to use cash in takeovers since the Sarbanes-Oxley Act, which we attribute to the higher level of due diligence by bidder managers and board members, and therefore a reduced need for contingent pricing methods like stock. Overall, the results suggest the likelihood of using stock to acquire private targets is positively related to the information asymmetry between the parties, while the likelihood of using cash is greater when conditions (such as SOX) reduce the information asymmetry.     

Firm value,the Sarbanes-Oxley Act and cross-listing in the U.S., Germany and Hong Kong destinations

This paper presents empirical evidence on the effects of the Sarbanes-Oxley Act of 2002 on the value of firms and on the cross-listing choice of firms destined to three major markets in North America, Asia and Europe. We use dynamic panel data methods and treatment effects methods and find that Sarbanes-Oxley has had a negative impact on the value of firms worldwide. Our evidence indicates that Sox may have segmented markets, with many lower valued firms destined to Hong Kong, thus crowding out the market where regulation is more stringent.     

Corporate governance, Sarbanes-Oxley, and small-cap firm performance

The recent debate on the onerous costs of compliance with the Sarbanes-Oxley Act has primarily focused on small firms. I study the effects of SOX compliance on such firms by comparing the performance of Canadian small-cap firms that are subject to SOX provisions with those that are not, while: (a) taking into account firms’ internal and external governance mechanisms, including the market for corporate control, and (b) accounting for the simultaneous interactions between alternative governance mechanisms and firm performance. Firms subject to Sarbanes-Oxley experienced an incremental increase in market valuation ranging between 15.7% and 34% depending on the measure of board independence used in the estimation. Some sub-optimal deployment of the endogenous governance mechanisms is observed, while the market for corporate control serves as a positive disciplining factor.     

Sarbanes-Oxley wealth effects: focus on technology firms

We evaluate the shareholder wealth effects surrounding the passage of the Sarbanes-Oxley Act (SOX). While other studies have also measured wealth effects, none has separately examined technology firms. We discuss the unique characteristics of technology firms and assess whether technology firms are differentially affected. Our results show the portfolio of 218 technology firms experienced significantly more favorable wealth effects than the portfolio of 940 non-technology firms in response to events indicating stringent reform legislation. The cross-sectional analyses suggest that board independence, growth expectations, and R&D expenditures are influential factors in the differential stock price response of technology firms. Across our full sample of 1,158 firms, we find that wealth effects are less favorable for firms that likely will incur high compliance costs and more favorable for firms that are expected to benefit from improved governance and improved transparency.     

上市公司内部控制体系研究与分析——从“德隆系”内部控制失效谈起

本世纪初美国资本市场相继爆发一系列的财务造假丑闻,促成《萨班斯-奥克斯利法案》的出台,将上市公司内部控制的要求提升到一个新的高度。本文简要介绍了美国《内部控制整体框架》对内部控制要素的定义,以及《萨班斯——奥克斯利法案》对美国上市公司在内部控制方面的要求。并以内部控制要素为基础,结合我国德隆系的内部控制失效案例,分析了我国当前上市公司内部控制的现实困境,提出了建立健全我国上市公司内部控制体系的对策和建议。     

The effect of board independence on dividend payouts: A quasi-natural experiment

Motivated by agency theory, we investigate the effect of board independence on dividend policy. We exploit as a quasi-natural experiment the passage of the Sarbanes-Oxley Act and the associated exchange listing requirement, mandating firms to have a majority of independent directors. Our difference-in-difference estimates show that firms forced to raise board independence are significantly more likely to pay dividends than firms not required to change board independence. Our results are consistent with the notion that stronger board independence forces managers to disgorge more cash to shareholders, thereby reducing what is left for possible expropriation by opportunistic managers. Based on an exogenous regulatory shock, our results are more likely to show a casual effect, rather than merely an association.     

Policy modes,firms and the natural environment

This paper examines how different environmental policy types differentially impact firms and why firms vary in their responses to such policies. Based on the mechanisms embedded in policy instruments to create incentives for firms to comply, the characteristics of benefits/costs that policies impose on firms and the institutional context in which policy instruments were created and are sustained, the paper identifies five policy categories. These are category I (command and control), category II (market based), category III (mandatory information disclosures), category IV (business–government partnerships) and category V (private voluntary codes). Different policy types often bestow asymmetrical benefits/costs on firms. Some benefits/costs may constitute ‘private/club goods’ while others may constitute ‘public goods’. Drawing insights from public policy literature, the paper argues that firms can be expected to favor policies whose benefits have the characteristics of private/club goods but the costs of public goods. Thus, understanding the nature of benefits/costs (private/club versus public) and the magnitude of their excludability is critical in explaining the variations in firms' responses. To understand how managers perceive the nature of benefits/costs (monetary as well as non‐monetary), the paper draws on theories and perspectives in the business and public policy field. In doing so, the paper examines the ‘demand’ and the ‘supply’ sides as well as the market and non‐market environments of a given policy. Thus, the paper makes a case for a multi‐theoretic approach to understand variations in managerial assessments of benefits/costs, and consequently variations in their responses to various policy types. Copyright © 2004 John Wiley & Sons, Ltd and ERP Environment.     

Public intervention in UK small firm credit markets: Value-for-money or waste of scarce resources?

Loan guarantee schemes are used in many countries to provide financial support to small firms by guaranteeing loans from commercial banks, but questions remain about whether public intervention in private credit markets to support entrepreneurial firms is justified. This paper examines whether the UK Small Firms Loan Guarantee Scheme (SFLG) provides value-for-money to the UK tax payer, presenting a regression based performance approach which then feeds into a formal cost–benefit analysis. Specifically, we consider whether firm performance post-investment is such that it justifies the governments’ presence in the lending market and the costs associated with it. Our findings suggest that entrepreneurial firms that are able to access new finance through SFLG achieve superior performance in the form of improved sales, job creation and exports and that this justifies public intervention in private credit markets.     

Camouflaged Indicators of Earnings Management†

Abstract

We argue that, in response to increased scrutiny and greater attention to accruals versus sales, firms become more likely to engage in accrual conversion (AC) cash management aimed at aligning cash and accruals with earnings and sales (e.g. by factoring of receivables). In doing so, they reduce the statistical power of standard indicators of accrual-based earnings management – in effect, camouflaging their earnings management activity. This proposition is of interest because many influential papers on earnings management have utilized accrual-based indicators to reach their conclusions. Our results indicate that firms indeed became more likely to engage in AC cash management after the passage of the Sarbanes-Oxley Act (SOX), and that this tendency was particularly pronounced among firms with strong incentives (or enhanced ability) to perform and hide earnings management. In particular, our findings suggest that the post-SOX decrease in standard measurements of accrual-based earnings management, identified in prior research, is partially attributable to firms’ increased engagement in AC cash management activity.     

Tax avoidance in different firm types and the role of nonfamily involvement in private family firms

This study simultaneously distinguishes between private family firms, private nonfamily firms, public family firms, and public nonfamily firms. We show that private family firms avoid taxes less than public family firms and public nonfamily firms; however, we do not find a difference between private family firms and private nonfamily firms. Therefore, building on family firm heterogeneity, our results indicate that tax avoidance in private family firms differs depending on the involvement of nonfamily owners and/or managers. We find that private family firms that are wholly owned and managed by family members indeed avoid taxes less than private nonfamily firms.     

萨班斯法案视角下我国注册会计师行业诚信问题的思考

萨班斯法案的颁布与实施,对注册会计师行业诚信问题的监管模式及行业发展产生示范效应。本文首先考察了萨班斯法案下加强注册会计师行业诚信方面的最新研究进展,继而分析我国注册会计师行业诚信存在的问题,最后提出了萨班斯法案新视角下构建注册会计师行业诚信体系的对策。     

Delegation in a mixed oligopoly: the case of multiple private firms

Previous research examining mixed duopolies shows that the use of an optimal incentive contract for the public firm increases welfare and that privatization reduces welfare. We demonstrate that these results do not generalize to a mixed oligopoly with multiple private firms. We derive the optimal incentive contract for a public firm that weighs both profit and welfare and show that its use may either increase or decrease welfare depending on the number of private firms and the exact nature of costs. We also identify the conditions that determine whether or not privatizing the public firm facing an optimal incentive contract reduces welfare. Copyright © 2008 John Wiley & Sons, Ltd.     

美国SOX法案对内部审计的影响

安然事件发生后,美国于2002年颁布了Sanbans-OxleyAct(简称SOX法案),其中多个条款均涉及到内部控制或内部审计。本文旨在探讨SOX法案对内部审计地位所产生的影响,进而讨论内部审计在公司遵循SOX法案中可以承担的职责。     

Selling to Socially Responsible Consumers: Competition and The Private Provision of Public Goods

We model firms as competing for socially responsible consumers by linking the provision of a public good (environmentally friendly or socially responsible activities) to sales of their private goods. In many cases, too little of the public good is provided, but under certain conditions, competition leads to excessive provision. Further, there is generally a trade-off between more efficient provision of the private and the public good. Our results indicate that the level of private provision of the public good varies inversely with the competitiveness of the private-good market and that the types of public goods provided are biased toward those for which consumers have high participation value.     

UNIVERSITY RESEARCH, INTELLECTUAL PROPERTY RIGHTS AND EUROPEAN INNOVATION SYSTEMS

Abstract This paper surveys the literature on university patenting. From the point of view of the economic theory of patents, it is argued that patenting knowledge developed by university researchers is paradoxical: patents are normally intended to stimulate knowledge development by providing property rights, but universities operate also under a different incentive scheme, i.e. they receive public funds to perform socially useful knowledge. In the debate surrounding the so‐called Bayh‐Dole Act in the USA, it has, however, been argued that patents on university inventions may be necessary to stimulate technology transfer from universities to private firms. The first part of the paper addresses two major questions. First, what is the economic logic of Bayh‐Dole, and, second, what were the effects on universities and the knowledge they develop? In the second part, the paper addresses the issue of whether ‘Bayh‐Dole‐like’ legislation would be beneficial for European countries. In a number of European countries, a suggestion has been made that this could enhance knowledge transfer from the public to the private sector. Using a new database resulting from a survey among patent inventors in six European countries, an assessment is given of the degree of university patenting in Europe. Because university researchers are often involved in patented inventions without the university being listed as a patent applicant, statistics based on the patent office databases alone often underestimate university patenting in Europe. The paper ends with a discussion of how this ‘European practice’ of university patenting affects public–private knowledge transfer in Europe, and how this compares to the effects of the Bayh‐Dole Act in the USA.     

Public and Private Management: What’s the Difference?

Critics of New Public Management argue that differences between public and private organizations are so great that business practices should not be transferred to the public sector. In this paper the theoretical arguments on the differences between private firms and public agencies are reviewed, and 13 hypotheses are identified on the impact of publicness on organizational environments, goals, structures and managerial values. Evidence from 34 empirical studies of differences between public agencies and private firms is critically evaluated. Only three of the publicness hypotheses are supported by a majority of the empirical studies: public organizations are more bureaucratic, and public managers are less materialistic and have weaker organizational commitment than their private sector counterparts. However, most of the statistical evidence is derived from studies that use narrow measures of publicness and fail to control for other relevant explanatory variables. Whether the existing evidence understates or overstates the distinctiveness of public agencies is therefore unclear. A research agenda and methods are identified for better comparisons of management in public and private organizations.     

Regulation of road accident externalities when insurance companies have market power

Accident externalities that individual drivers impose on one another via their presence on the road are among the most important external costs of road transport. We study the regulation of these externalities when insurance companies have market power. Some of the results we derive have close resemblance to the earlier literature on externality regulation with market power in aviation and private roads, but there are important differences, too. Using analytical models, we compare the first-best public welfare-maximizing outcome with a private profit-maximizing monopoly, and oligopoly. We find that insurance companies will internalize some of the externalities, depending on their degree of market power. We derive optimal insurance premiums, and regular parametric taxes as well as “manipulable” ones that make the companies set socially optimal premiums. The latter take into account that the firm tries to exploit knowledge of the tax rule applied by the government. Finally, we also study the taxation of road users rather than that of firms.     

State-imposed solutions to negative externalities: employment impact of pollution abatement policy

Musgrave was acutely aware that many private activities, both consumption and production, generate negative externalities. Advocates for an active government rely on this concept to justify public sector regulation of private activities. Regulations and mandates, along with penalties for non-compliance, are the primary instruments used by government to bring about the “correct” level of output whenever private output gives rise to negative externalities such as environmental pollution. This study in effect offers a case study of the Clean Air Act on employment, i.e., it empirically investigates whether pollution abatement costs have had a negative impact on manufacturing employment in the U.S. Conventional microeconomic theory suggests that there is a trade-off between environmental protection outlays and manufacturing activity, i.e., higher pollution abatement compliance costs borne by industries may contribute to plant shutdowns, lower production levels and lay-offs, and/or lack of investment, thereby leading to diminished manufacturing employment. Existing studies fail to offer a clear conclusion as to the impact of existing environmental protection measures on manufacturing activity. Using state-level data for 2001, this study finds that government-imposed pollution abatement costs have had a statistically significant negative impact on manufacturing employment in the U.S. Richard J. Cebula, Shirley and Philip Solomons Eminent Scholar.     

Bank Relationships and Private Firms’ Financial Reporting Quality

Private firms with relatively high (proprietary) costs of disclosure may benefit from a close relationship with a bank. Relationship lending is based on intertemporal contracting that assumes that the bank is able to acquire private information about the firm and, moreover, to keep this information private. For both reasons, we expect and find that private firms with fewer bank relationships exhibit lower levels of financial reporting quality. Controlling for many other factors, firms with a single bank relationship disclose their financial reports about 14 days later. The size of such firms’ financial reports is also smaller, containing approximately 8% fewer words than the median report. Firms with a single bank relationship also exhibit more earnings management, exceeding the median value of the three-year sum of absolute discretionary accruals by about 20%. The results are robust to different econometric specifications, including endogeneity concerns. They indicate that private firms choose to be opaque in the presence of fewer lending relationships.     

Too busy to show up? An analysis of directors’ absences

This study contributes to the debate on the benefits and costs of multiple directorships by investigating the impact of multiple directorships on board meeting attendance. Individuals with multiple board seats (or “busy” directors) exhibit a higher tendency to be absent from board meetings. The results are robust even after controlling for firm-specific characteristics, board of directors structure and endogeneity. Furthermore, our results do not support the hypothesis that directors with higher ownership stakes are more motivated to attend board meetings. Monetary inducements such as board meeting fees and annual director retainers do not appear to enhance attendance. Finally, the enactment of the Sarbanes-Oxley Act (SOX) appears to have a material impact on board attendance.