Firms,shareholders, and financial markets

We study the influence of the financial market on the decisions of firms in the real market. To that end, we present a model in which the shareholders’ portfolio selection of assets and the decisions of the publicly traded firms are integrated through the market process. Financial access alters the objective function of the firms, and the market interaction of shareholders substantially influences firms’ behavior in the real sector. After characterizing the unique equilibrium, we show that the financial sector integrates the preferences of all shareholders into the decisions for production and ownership structure. The participation from investors in the financial market also limits the firms’ ability to manipulate real prices, i.e., there is a loss of market power in the real sector. Note that, while the loss of market power changes expected profits, it is not detrimental to shareholders since the expected return of equity share depends on the variance (and not the mean) of profits. Indeed, any change in expected profits is absorbed by the financial price. We also show that financial access increases production, thereby altering the distribution of profits. In particular, financial access induces firms to take on more risk. Finally, financial access makes the relationship between risk-aversion and risk-taking ambiguous. For example, it is possible that an increase in risk-aversion leads to more risk-taking, i.e., the variance of real profits increases.     

All in the family or public? Law and appropriative costs as determinants of ownership structure

We examine how the legal protection of outside shareholders and the appropriative costs that they induce influence the incentives for private firms to go public. A higher degree of protection of shareholders can increase the appropriative costs associated with the conflict between managers and shareholders. To counteract this effect the managers/owners increase the share of the firm they retain so that, overall, higher protection of outsiders increases the likelihood of going public. In addition, we examine how the share of funds raised used to finance the firm affects both appropriative costs and the decision to sell.For helpful comments we thank participants at the conference on Corporate Governance at UC Irvine (February 2002), seminar participants at the Athens University of Economics and Business, and worskshop participants on the New Organization of Labour at the 2002 CESifo summer Institute in Venice. Skaperdas gratefully acknowledges support from a grant for Research and Writing from the John D. and Catherine T. MacArthur Foundation.     

关联交易、资产专用性与控股股东行为——基于仁和与天目的案例研究

本文以资产专用性理论为指导,运用案例研究方法,从一个新的视角探讨了上市公司与控股股东之间关联交易的正面效应。通过仁和与天目两家中国药业公司的对比分析得出,如果控股股东与上市公司进行了具有资产专用性的关联交易,根据资产专用性理论,捆绑效应可以抑制控股股东的利益侵占行为。如果具有资产专用性的关联交易不多,则可能不会对控股股东形成有效的约束力,进而控股股东便可能进行利益掏空。本文的结论对于上市公司治理的完善以及监管机构对关联交易的监管都具有借鉴意义。     

Mixed ownership reform,political connections,and overinvestment

The study discovers that mixed ownership reform aimed at enhancing the performance and resource allocation efficiency of state-owned enterprises may have unintended consequences in China. When the nature of state-owned control remains unchanged, there is a risk of increased overinvestment due to misaligned interests between state-owned equity representatives and companies. This incentive can be mitigated by introducing nonstate shareholders with political connections. The study employs a double machine learning method to analyze data from state-owned listed companies that introduced nonstate shareholders through stock issuance between 2008 and 2019. The research underscores that modern corporate governance mechanisms are crucial for successful mixed ownership reform.     

Private benefits from control block trades in the Spanish stock exchange

A control block trade can be explained by the expectation of financial gains, shared by all shareholders, or by the expectation of private benefits, exclusive to the buyer and possibly at the expense of other shareholders’ rents. The market for corporate control contributes to social welfare when it improves the efficiency of the allocation of resources. When the objective of a block transaction is private benefits, social welfare may be negatively impacted as minority shareholders could withdraw from the market. Therefore the estimation of private benefits would allow the efficiency of the market for corporate control to be assessed. Specifically, the aim of this paper is to calculate private benefits in the Spanish market for partial control. Using a sample of partial control transactions over the period 1990–2016, we find that the median of private benefits is negative, therefore it appears that there is no inefficient use of resources in the Spanish partial control market as a whole, however private costs are detected. The variability of private benefits is explained in a significant way by variables related to the control structure of the target firm, such as the controlling position of the buyer after the transaction, the contestability of control and the cross-shareholdings between the buyer and large shareholders. Performance and the size of the firm are significant as well.     

Profit sharing regulation and repeated bargaining with a shut-down option

We analyze the behavior of a firm where workers share profits with shareholders by using a model cast in an Aoki framework. There are two sorts of uncertainties: one relates to the market price, assumed to follow a random path in continuous time, while the other concerns internal organization, i.e. the share of profits to be distributed between workers and shareholders. In the institutional setting we adopt the firm is flexible, since it has the possibility of shutting down, by paying laid off workers a bonus, which represents a sunk cost. The distributive share is determined in the firm's internal labor market through a bargaining that takes place at two occasions: at the beginning of the firm's life and when profits reach a threshold level. The second bargaining is endogenized according to a procedure imposed upon shareholders and workers by a regulator who may use profit distribution as a way to intervene in the firm's internal labor market. Specificities make this market highly imperfect. Different share parameter patterns result, owing to a shut down option, according to whether (a) the regulator calls for renegotiation when profits are increasing or decreasing, (b) the regulator's rule is announced in advance or is discretionally set.     

审计风险成因--基于信息经济学的分析

文章从信息经济学的角度,通过对自然存在的不确定性以及股东和审计人员、管理层与审计人员之间的信息不对称等对审计风险的影响的分析表明,建立和完善审计风险的管理体制,完善审计市场结构、公司与事务所的治理结构,引入必要的激励和约束机制,可以减少交易各方的信息不对称,从而改善审计业务市场的交易效率和效益,降低社会性的审计风险水平。     

Riding off into the Sunset: Organizational Sensegiving,Shareholder Sensemaking,and Reactions to CEO Retirement

We test hypotheses derived from resource dependence and sensemaking/sensegiving theoretical lenses in the context of CEO succession, focusing on an under‐researched yet prevalent type of executive turnover – CEO retirement. Using event study methodology and a sample of CEO retirements from S&P 1500 firms during the 2003–12 period, we find that, all else equal, shareholders’ perceptions of organizations’ capacity to serve their interests are adversely affected when a retirement related change occurs in the leadership structure. Specifically, in line with resource dependence theory, we find that CEO retirement disclosures typically generate negative abnormal returns. Furthermore, in line with the sensemaking perspective, we find that the magnitude of shareholders’ reactions is contingent on the lexical sensegiving cues contained in the organizational narratives that are released to capital markets via executive retirement announcements. Overall, our theory and results point to CEO retirement events as consequential in the eyes of shareholders, challenging an important assumption of extant succession research. Moreover, they suggest that shareholders’ interpretation of these events is influenced by organizational sensegiving, highlighting the important role of organizational communication around succession events.     

江苏碳排放期权价格测算及清洁发展机制对策——基于B-S模型的定价分析

发展低碳经济,提升碳交易与清洁发展能力已是大势所趋。文章通过对CDM项目进展、经济基础与资源禀赋等方面对江苏省内企业发展碳交易市场进行潜力分析后发现,该地区存在巨大的节能减排空间。实证研究中将实物期权理论引入碳交易机制,借助B-S模型及欧盟碳交易市场相关数据构造出碳排放期权定价模型,根据欧盟与江苏经济发展的相似性折扣给出江苏地区碳交易的市场定价,同时,围绕技术、管理及政策三个层面提出该地区CDM机制的新型思路建议,旨在为江苏企业在清洁发展机制下逐步开发完善碳交易市场提供有利依据与参考。     

Do LGBT‐supportive corporate policies enhance firm performance?

Prior research provides evidence that lesbian, gay, bisexual, and transgender (LGBT)‐supportive corporate policies are related to important human resource functions, such as enhanced recruitment and retention. In addition, prior research indicates that investors view the adoption of such policies positively. We examine the firm‐performance mechanisms underlying favorable stock‐market reactions based on an integration of perspectives from corporate social responsibility and the business case for diversity. Specifically, we estimate a hierarchical linear model (HLM) to account for the nested nature of our data (firms nested within states) and find that (1) the presence of LGBT‐supportive policies is associated with higher firm value, productivity, and profitability; (2) the firm‐value and profitability benefits associated with LGBT‐supportive policies are larger for companies engaged in research and development (R&D) activities; and (3) the firm‐value and profitability benefits of LGBT‐supportive policies persist in the presence of state antidiscrimination laws. In supplemental analyses, we find that firms implementing (discontinuing) LGBT‐supportive policies experience increases (decreases) in firm value, productivity, and profitability. We are among the first to link LGBT‐supportive policies specifically to financial performance outcomes as well as to develop and test a multilevel model of these relationships. Our results have important implications for theory and research on LGBT issues in organizations, human resource managers, and policymakers.     

基于纳税会计的税收筹划探究

企业经营发展的主要目的是追求最大经济利益和不断降低企业经营成本,进而在激烈的市场竞争中占据有利地位,为此加强企业税收筹划至关重要。企业在对当前执行的会计准则和税收政策熟知情况下,对这些税收政策进行细致分析,并对相应会计准则进行有效运用,可以起到降低企业税负和增加企业利润的作用。基于此,论文对纳税会计基础上的税收筹划进行分析和探讨。     

Internal Resource Allocation and External Alliance Activity of Diversified Firms

Prior research suggests that diversified firms are often unable to match resources to the market needs and opportunities of their divisions due to factors such as influence activities. In this research, we propose that when such internal inefficiencies arise, diversified firms may form alliances to access resources externally to support their divisions in their industries and operations. Using a sample of US firms between 1997 and 2006, we find that, on average, diversified firms form more alliances within industries that they currently operate in when compared to single business firms. The alliancing activity in related industries increases when businesses with diverse growth opportunities exist within the same firm, and it decreases with the intensity of internal control and coordination mechanisms. Our study suggests a link between internal resource allocation processes and external alliancing activity, while highlighting that alliances may play an important role in how diversified firms manage the inefficiencies that arise within their boundaries.     

Determinants of board size in an emerging market

Drawing largely upon the selective adaptation paradigm, the resource dependence literature, and the capture argument, we examine determinants of board size using panel data set of Korean‐listed companies that have experienced dramatic changes in their governance system following the 1997 Asian crisis and regulatory reforms. Observing that the firm's compliance with statutory requirements reflects a strategic choice, our results also investigate the idea that the determinants of board size differ between firms actively and passively adapting to regulatory reforms. For actively adaptive firms, board size increases along with firm complexity but it varies inversely with the power of controlling shareholders (CSHs). In contrast, the roles of complexity and CSHs are not significant but seniority‐based promotion is an important factor to increase the size for the passive firms. Our results suggest that determinants of board size differ depending on corporate strategies to comply with statutory requirements in an emerging market where family business is dominant and corporate governance system has substantially changed.     

内部控制能否抑制避税所引致的大股东掏空风险？

避税一直是理论界探讨的热点话题。现有研究关于避税经济后果的较多，而鲜有关注避税经济后果的影响因素。内部控制作为一套完整的风险管控工具，能否抑制避税所引致的大股东掏空风险，目前尚待实证检验。基于此，拟通过实证检验内部控制如何影响避税所引致的大股东掏空风险，研究结果表明，高质量的内部控制能够有效管控避税所引致的大股东掏空风险。进一步检验发现，内部控制的风险管控作用集中在内部控制建设需求较为强烈的民营企业和会计信息披露质量较差的样本中；区分内部控制五大要素发现，风险评估对于风险的管控作用有更直接影响；总体而言，内部控制是有效管控风险的制度工具。     

控股股东股权质押与高溢价并购

股权质押和公司并购都是资本市场近年来的热点问题,但鲜有研究关注两者间的联系。本文将其结合研究发现,控股股东股权质押的发生与公司并购事件显著正相关;当控股股东质押更多时,公司更易产生超额商誉,且并购标的为关联方时这一倾向将会加强。进一步分析发现,当面临更严格的外部监督环境时,控股股东在并购中质押股权的比例将受到抑制。本文的结果表明控股股东股权质押行为与高溢价并购的结合可能成为控股股东套现的一种手段,需要加强警惕和监管。     

Cross-region risk spillover between the stock and stock index futures markets under exogenous shocks

By integrating the stock and futures markets of mainland China and Hong Kong into the same financial system, we explore the cross-region risk spillovers between the stock market and stock index futures market under the impact of exogenous events. We find evidence of significant risk spillovers between the two stock markets, and confirm that exogenous shocks, including the adjustments of regulatory policies of mainland China and 2019 Hong Kong Protest, can significantly affect the volatility spillover across assets and markets. Our findings can potentially help regulators and investors understand the cross-region risk conduction and assess portfolio risk after exogenous event.     

后股权分置时代上市公司治理问题浅析

股权分置改革被称为中国证券市场的第二次制度革命,它通过流通股股东与非流通股东之间的对价制度设计使得非流通股东获取了流通权,从而形成了两者共同的利益目标,改变了上市公司利益冲突的现实状况,是上市公司有效治理的重要前提。     

Regulatory risk, market uncertainties, and firm financing choices: Evidence from U.S. Electricity Market Restructuring

Based on the universe of rate-regulated electric utilities in the U.S., we examine why firms alter their financing decisions when transitioning from a regulated to a competitive market regime. We find that the significant increase in regulatory risk after the passage of the Energy Policy Act, state-level restructuring legislations, and divestiture policies have reduced leverage by 15 percent. Policies that encouraged competition, and hence increased market uncertainty, lowered leverage by another 13 percent on average. The ability to exercise market power allowed some firms to counter this competitive threat. In aggregate, regulatory risk and market uncertainty variables reduce leverage between 24.6 and 26.7 percent. We also confirm findings in the literature that firms with higher profitability and higher asset growth have lower leverage, and those with more tangible assets are more levered. Firms with greater access to internal capital markets and those with a footloose customer segment use less debt, while those actively involved in trading power in the wholesale market use more debt.     

Corporate governance and lesbian,gay, bisexual,and transgender‐supportive human resource policies from corporate social responsibility,resource‐based,and agency perspectives

Corporate boards are responsible for ensuring that managers enact policies that are in shareholders' best interests, and managers are responsible for implementing strategies that are not only profitable but also responsive to changing legal and societal demands and the resource needs of the firm. In this paper, we use the theoretical lenses of corporate social responsibility (CSR), the resource‐based view, and agency theory to investigate the relationship between corporate governance structure and the implementation of supportive lesbian, gay, bisexual, and transgender (LGBT) policies. We analyze 10,233 firm‐year observations and 1,594 unique firms, and our results demonstrate that LGBT‐supportive policies are positively associated with firm performance. We also offer new insight into why not all firms adopt such policies. We exploit the passage of the Sarbanes‐Oxley Act as an exogenous shock that increased board independence, and our difference‐in‐difference estimation shows that firms forced to raise board independence in 2002 were less likely to invest in LGBT‐supportive policies. Results suggest that human resource management (HRM) policies can be guided by CSR and resource‐based views in the pursuit of wealth maximization, but agency conflict may also be a concern for external majority boards. We discuss implications for HRM research practice and corporate governance regarding LGBT policies in organizations.     

Using human resource management to enhance competitiveness: Lessons from four excellent companies

Recent research has emphasized the strategic focus that human resource management must have in order for an organization to fully utilize its human resources in a competitive market. However, few empirical studies have been done to date regarding how human resource planning should be linked to strategy. An extensive in-depth study of four large, complex, and very successful companies supports the widespread belief that human resource management can be a powerful tool to enhance competitiveness when policies and practices are logically driven by a firm's strategy and by the key environmental factors it faces. This article describes that study and looks at how the areas of selection, appraisal, reward, and development are handled by these firms. Based on both the specific policies and the actual practices as perceived by middle managers (those that implement the policies), the article presents a contingency framework which offers guidelines as to how certain HRM practices should be implemented to gain competitive advantage.