Credit risk and asymmetric information: A simplified approach

We present a simple model for risky, corporate debt. Debtholders and equityholders have incomplete information about the financial state of the debt issuing company. Information is incomplete because it is delayed for all agents, and it is asymmetrically distributed between debtholders and equityholders. We solve for the equityholders' optimal default policy and for the credit spreads required by debtholders. Delayed information accelerates the equityholders' optimal decision to default. Interestingly, this effect is small, implying only a small impact on credit spreads. Asymmetric information, however, has a major impact on credit spreads. Our model predicts high credit spreads for short-term debt, as observed empirically in credit markets.     

股权集中度、董事会结构与盈余管理——来自中国资本市场的经验数据

本文通过封2005年中国沪深A股上市公司的公司治理和财务数据为基础,实证检验了股权集中度、董事会治理与盈余管理水平之间的关系。结果表明,盈余管理与董事长与CEO两职合一显著正相关,与股权集中度、董事会规模（公司法规定的合理范围内人独立董事的比例显着负相关。因此,应当改善股权结构、提高股权集中度,加强董事会的独立性和监督职能,造对于上市公司的盈余管理行为,起到有效抑制的作用。     

Excessive risk taking and the maturity structure of debt

This paper analyses the effect of short term debt on equityholders' risk taking decisions. We show that if short term debt limits the expropriation of debtholders, it also implies a lower leverage, which prevents the firm from increasing tax shields. We then examine the incentive of equityholders to increase the firm risk when debtholders hold the option to swap a perpetual coupon bond with short term debt. We find that this option mitigates equityholders' risk shifting incentives. Compared to standard short term debt, this restructuring option deters debtholders expropriation, it increases leverage and it reduces the loss in tax shields due to asset substitution.     

Ownership Structure and the Cost of Debt

This paper examines the impact on the cost of debt by ownership concentration and shareholder identity; that is, whether the shareholders are banks, non-financial firms, the state, institutional investors or the board of directors. Our analysis suggests that directors who own shares tend to be aligned with external shareholders, that firms with government ownership enjoy lower cost of debt and that banks effectively monitor management, so reducing the agency costs of debt.     

Economic policy uncertainty and cost of debt financing: International evidence

Prior research shows that economic policy uncertainty affects a wide range of corporate financial decisions; however, there is little research on the relationship between economic policy uncertainty and cost of debt financing across countries. In this paper, we argue that economic policy uncertainty affects cost of debt financing through two mechanisms including information asymmetry and default risk. With a sample of 163,243 firm-years across 17 countries from 2003 to 2016, we find that economic policy uncertainty positively affects cost of debt financing and this effect is stronger during the global financial crisis from 2008 to 2009. Moreover, our research findings show that large firms’ debt financing cost is less affected by economic policy uncertainty.     

上市公司风险管理审计研究

按照我国证监会要求,上市公司监事会应当向全体股东负责,保护公司资产安全,降低公司的财务和经营风险。但是,由于股权结构、立法、体制等因素的影响,导致我国上市公司监事会监督失效的现象非常普遍。笔者认为应从法律、上市公司责任意识、监事独立性等方面,增强上市公司监事会的监督作用,允许监事会有权聘请外部审计机构对上市公司的风险管理进行审计。为此,本文分析研究了上市公司风险管理审计的作用、审计步骤及措施。     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

CFO权力与企业债务违约

本文从组织权力、专家权力、声誉权力、所有权权力四方面构建CFO综合权力指数,基于2008~2017年沪深A股数据,分析了CFO权力对企业债务违约概率的影响及作用机制。研究结果显示,CFO权力越大,企业债务违约概率越低,在控制内生性影响后,该结论仍然成立。进一步研究发现,具有较大权力的CFO通过降低业绩波动性和缓解融资约束来抑制企业发生债务违约。本文从CFO权力视角拓展了债务违约影响因素研究,对企业完善人力资源制度安排和降低债务违约风险具有一定的借鉴价值。     

Corporate Opacity and Cost of Debt for Family Firms

This paper uses a sample of Chinese firms to examine the impact of corporate opacity on the relationship between family control and firms’ cost of debt. We find that family control is associated with a lower cost of debt on average, and a negative impact exists mainly in firms with relatively low corporate opacity. We further provide evidence that the moderating effect of corporate opacity becomes more pronounced when investors’ perception of controlling families’ moral hazard of expropriation is higher. Our results are robust to alternative opacity proxies and controlling for endogeneity of family control using the instrumental variable method. Our study highlights that controlling families are heterogeneous in their impact on the shareholder–debtholder relationship in family firms, and debtholders view corporate opacity as an important reference in assessing the extent of potential agency conflicts in China.     

After Modigliani,Miller, and Hamada: A new way to estimate cost of capital

In this article, we discuss the impact of financial debt on shareholder value using a new approach that aims: (a) to explain the effect that leverage from debt has on a stock’s systematic risk, or what we shall call here “the systematic cost of leverage,” and (b) to account for default risk in the cost of equity, or what we shall call here “the cost of default.” Our assessment of systematic risk is based on a stochastic approach that is materially different from the one proposed by Hamada: the risk premium remunerates the investor for the probability of equity (expressed as market value) generating a return below that of the risk‐free rate. Furthermore, the approach we use to account for default risk is derived from reduced‐form models, but in this case, (a) we use real probabilities of default and not risk‐neutral probabilities, and (b) we extend the approach to stocks.     

Debt stabilization games in the presence of risk premia

As a result of the recent financial crisis and the ensuing economic recession, fiscal deficits have soared in many OECD countries. As a consequence, government debt has been on the rise again after a period of stable or declining government debt. In this paper we analyze debt stabilization in a country that features endogenous risk premia, imposed by financial markets that evaluate the probability of debt default by governments. Endogenous risk premia arise by assuming, e.g., simple linear relations between risk premia and the level of debt. As a result the real interest rate on government debt can be written as a constant (measuring the risk-free real interest rate corrected for real output growth) plus an endogenous risk premium that depends on the debt level. We bring such an endogenous risk premium into Tabellini (1986) model and analyze the impact of it. This gives rise to a non-linear differential game. We solve this game for both a cooperative setting and a non-cooperative setting. The non-cooperative game is solved under an open-loop information structure. We present a bifurcation analysis w.r.t. the risk premium parameter.     

公司治理与债务成本——来自深交所A股上市公司的经验证据

本文以2002-2005年间深圳证券交易所1525家A股上市公司为样本,实证检验了公司治理结构与上市公司债务成本的关系。研究发现,第一大股东持股比例、董事会独立性与总债务成本和银行贷款债务成本显著负相关。表明第一大股东、独立董事能有效降低债权人面临的代理冲突。研究还发现,高管持股比例和控制人类型对总债务成本和银行贷款债务成本具有不同影响。     

Board Antecedents of CEO Duality and the Moderating Role of Country‐level Managerial Discretion: A Meta‐analytic Investigation

CEO duality reduces boards’ monitoring capacity. But governance substitution theory holds that boards of directors who can effectively monitor their CEOs are more likely to adopt the CEO duality governance structure. By examining relationships between board characteristics underlying their monitoring capacity and CEO duality, we bring evidence to bear on governance substitution theory. Further, by applying a managerial discretion theory lens to CEO duality, we extend governance substitution theory to the cross‐country context where institutional features vary in their constraints on managerial discretion. Meta‐analytic results from a dataset of 297 studies across 32 countries/regions provided support for the majority of our predictions. As predicted, board independence and certain types of board human capital were positively related to CEO duality. Unexpectedly, board ownership was negatively related to CEO duality. Additionally, country‐level managerial discretion significantly moderated the board independence‐ and human capital‐duality relationships (but not the board‐ownership‐duality relationship) as predicted.     

The determinants of board composition: An agency theory perspective

This study examines the interrelation between board composition and variables that capture various agency and financial dimensions of the firm. The agency literature suggests that outside directors on the board provide important monitoring functions in an attempt to resolve, or at least mitigate, agency conflicts between management and shareholders. The agency literature indicates that other mechanisms such as managerial equity ownership, dividend payments, and debt leverage also serve as important devices in reducing agency conflicts in firms. This study argues and documents that an inverse relationship exists between the proportion of external members on the board and managerial stock ownership, dividend payout, and debt leverage. This is consistent with the hypothesis that individual firms choose an optimal board composition depending upon alternative mechanisms employed by the firm to control agency conflicts. Board composition is also found to be systematically related to a number of other variables including institutional holdings, growth, volatility, and CEO tenure.     

The Effects of Corporate Governance on the Relationship between Innovative Efforts and Performance1

Abstract

The purpose of this study is to examine the effects of managerial share ownership, CEO duality and board independence on the relationship between innovative efforts and performance. The study is motivated by the observation that despite the widely held belief that innovative efforts are crucial to firms' survival, previous studies were unable to provide any evidence in support of this belief. It addresses this incongruity by focusing on the effects of corporate governance on the relationship between innovative efforts and performance. Specifically, this study predicts and finds that managerial share ownership has a positive effect on this relationship while CEO duality has a negative effect. Contrary to the hypothesis, this study finds that board independence also has a negative effect on the relationship between innovative efforts and performance. This contradictory result is, however, consistent with the managerial-incentive theory, which proposes that inside directors are in a better position than outside directors to motivate managers to undertake profitable projects because they have superior access to firms' specific information.     

Performance compensation contracts and CEOs’ incentive to shift risk to debtholders: An empirical analysis

The paper investigates the relationships among CEO incentive contracts, manager ownership, charter value, and bank risk taking. We analyze whether the presence and magnitude of incentive contracts induce CEOs of financially distressed firms and firms with high manager ownership to take unprofitable risks that shift wealth from debtholders to equity holders. Our sample focuses on banks that had both the incentive and opportunity to shift risks, and compares them with those that did not. We compare weak and strong banks in periods when the banks’ principal creditor, the FDIC, was a lenient and then a stringent monitor. The evidence is consistent with bonus compensation inducing CEOs of financially weak firms to shift risk to debtholders only if they do not have large insider ownership. The evidence is also consistent with these contracts rewarding CEOs for their effort to manage unforeseeable risk albeit not their ability. Low charter value banks with high managerial ownership took profitable risk during the lenient regulatory period.     

Ownership structure and board composition: A multi-country test of agency theory predictions

Patterns of corporate governance and control differ significantly across countries because of national differences in structures of ownership and composition of boards of directors. Based on agency theory, we examine the relationship between ownership structure and the composition of the board of directors of 390 large manufacturing firms based in Japan, Western Europe and the United States. In particular, we examine how ownership concentration, bank control and state ownership affect the percentage of outside directors on the corporate boards. The results show that, consistent with predictions of agency theory, ownership structure has significant effects on board composition.     

中小企业板信息披露制度探索 --股权结构角度的分析

中小企业板上市公司股权高度集中且存在自然人“一股独大”的现象,这种股权结构比主板上市公司更容易引发控制性股东侵害中小股东利益的事件。而目前中小企业板信息披露制度基本上沿用了主板市场的披露制度,有必要对现存的披露制度进一步完善,使之适应中小企业上市公司的股权特征。     

Psychological ownership and organizational optimism amid China's corporate transformation: effects of an employee ownership scheme and a management-dominated board

Ownership reform was introduced to Chinese state-owned enterprises in the early 1990s, to allow employees to own a share of their enterprises and to bring changes to the underlying structure of governance. However, effectiveness of this reform has yet to be ascertained. This study examines the effects of the new employee stock ownership scheme and board compositions on the attitudes employees hold towards their jobs and organizations, as well as their perceptions of ownership. We developed a theoretical model on how participation in a stock ownership scheme (an employee's characteristic) and the composition of the board of governance (a firm characteristic) may be linked to job satisfaction and, in turn, to outcome variables such as psychological ownership and organizational optimism. This model was tested on 510 employees randomly sampled from ten stock-holding enterprises in urban Shanghai. Results indicate that participation in a stock ownership scheme has a positive effect on attitudes towards ownership, but that a board dominated by senior managers leads to gloomy perception of a firm's future. These effects were partially mediated by the satisfaction that employees felt in their jobs. The implications of these findings for management practices in China are discussed.     

公司治理对企业技术创新影响研究综述

近些年从公司治理的角度分析其对技术创新的影响已成为热点。本文董事会结构、股权结构、经营者、负债结构四个方面对目前公司治理对企业技术创新影响的研究进行了整理归纳,勾画出当前公司治理对企业技术创新影响研究的基本情况。