关于民营企业治理结构的家族化问题

以家族为基础成长起来的我国民营企业经过多年的发展,目前已处于产权革新阶段,由产权引发的治理结构问题在成为制约民营企业持续发展壮大的关键因素。文章首先对中国民营企业治理结构的现状归纳分析;然后基于委托代理论,对民营企业治理结构家族化的原因进行分析;最后,分析民营企业治理结构家族化面临的问题,说明企业成长的内在规定性要求家族企业沿着所有权和控制权的路径变迁,并最终过渡到由支薪经理所支配的现代股份公司。     

上市公司股权结构与公司绩效实证分析——基于不同行业的考察

以沪深两市石油化工行业和纺织服装行业214家上市公司为样本,考察不同行业不同竞争性下股权结构与公司绩效之间的关系。实证分析结果表明:股权结构对上市公司绩效的影响随行业竞争性的不同而不同。不同行业股权集中度与公司绩效的关系完全不同,同类型的股东在公司治理中发挥的作用也依行业而定。国有股减持及建立合理的股权结构应考虑不同行业的特点有区别地进行。     

The rise and decline of industrial foundations as controlling owners of Swedish listed firms: the role of tax incentives

ABSTRACT

Beginning in the interwar period, industrial foundations became a vehicle for corporate control of large listed firms in Sweden. In the 1990s they were replaced by wealthy individuals who either directly own controlling blocks or who own them through holding companies. We study potential explanations for this change and propose two tax-related candidates: shifts in the relative effective taxation across owner types and the dismantling of inheritance taxation that prevented the generational transfer of the ownership of large controlling blocks. We exploit newly computed marginal effective capital income tax rates across capital owners, accounting for all relevant factors, including rules governing tax exemptions. We show that the 1990–91 tax reform, abolition of the wealth tax for controlling owners in 1997, 2003 tax exemption of dividends and capital gains on listed stock for holding companies with a voting or equity share of at least 10 percent, and abolition of the inheritance and gift taxes in 2004 reversed the rules of the game. Recently, control has largely been wielded through direct ownership, and the role of foundations is rapidly declining. These findings point to the importance of tax incentives for the use of foundations as the control vehicle of listed firms.     

Stock repurchases in Japan: A solution to excessive corporate saving?

Since the 1990 s profitable Japanese companies have faced lower domestic growth opportunities; they have invested less, yet most have not increased their payout. This has resulted in a substantial deleveraging of their balance sheets. The popular term for this phenomenon is “corporate saving.” Corporate saving by Japanese companies is now at the highest level in history. Dividends and stock repurchases are two potential ways to resolve excessive corporate saving. Stock repurchases in particular offer a fast, flexible and very public method to solve the problem of excessive corporate savings. This research is an investigation of stock repurchases by Japanese companies from 2000 to 2009. Companies repurchase their stock to return excess cash to investors, resolve governance issues, adjust capital structure and send signals. This paper uses accounting and stock market information to explain this behavior. Contrary to recent research on American firms, we find that replacement of dividends does not appear to explain stock repurchase behavior in Japan. We find evidence that repurchase behavior in Japan is linked to excessive corporate savings. However, repurchases are also closely linked to the ownership structure of the firm. Firms whose dominant owners are other members of the firm's industrial group are less likely to repurchase. Bank ownership has mixed implications for repurchases. Firms having foreign and individual ownership are more likely to repurchase stock. Foreign and individual ownership appears to improve governance and thus may be a partial solution to excessive corporate savings.     

建立法人股东为主导的股权治理模式

股权结构是公司治理结构的基础,其设置状况是否合理对公司治理结构的效率有着决定性的影响.文章针对当前上市公司股权治理的弊端,设计出一种股权持有者多元化、股权集中程度分散化的股权结构,并提出我国上市公司应建立以法人股东为主导的治理模式.     

The impact of family ownership and capital structures on productivity performance of Korean manufacturing firms: Corporate governance and the “chaebol problem”

This paper examines the relationship between corporate governance and productivity performance, focusing on family ownership and capital structure. Paying particular attention to chaebols, or large business groups with entrenched family control, diversified business structure, and heavy debt-dependence, we find the positive relationship between family ownership concentration and productivity performance to be much stronger in chaebol firms than in non-chaebol firms. Moreover, high debt reliance (or low equity–asset ratio) is shown to be negatively related to productivity performance in non-chaebol firms but positively in chaebol firms. J. Japanese Int. Economies 20 (2) (2006) 209–233.     

Norway's Interwar Tanker Expansion – A Reappraisal

Abstract

This paper studies the ownership structure in the Finnish print media business in the 20^th century. It pays particular attention to the extent of family ownership in this branch, to the strategies of the owning families in order to keep control of their firms and to how the owners managed professionalisation. Finally, it asks whether media companies have had other goals (e.g. political, cultural, public service) beside pure economic ones and whether such goals have been connected to family ownership. This study shows that family ownership has been a persistent feature also in the largest Finnish media companies, although the ownership structure has undergone some transformations. For example, cultural foundations have become important owners in this branch. The owning families have also been active in top management until today. Family ownership and the cultural foundations appear to have been significant for preserving cultural goals, but, on the other hand, have to some extent restricted expansion, internationalisation and diversification. One important factor influencing the Finnish media business has been the bilingualism of the country, which is dealt with in detail.     

上市公司控制权私利监管措施分析

随着我国资本市场的迅速发展,上市公司控制权私利监管成了我国公司治理研究的焦点之一。本文从培育我国上市公司控制权市场,构建公司股权制衡治理机制,加强中小股东的保护,完善上市公司信息披露等四个方面就上市公司控制权私利监管措施进行了探讨。     

联合风险投资对制造业企业技术创新能力的影响

基于联合风险资本为企业带来的增值服务,本文研究了联合风险投资机构的介入可能给制造业企业技术创新能力所带来的影响,并通过深圳创业板市场中制造业企业2011-2014年的数据进行了实证检验分析。研究结果表明,联合风险投资的介入正向促进制造业企业的技术创新能力,但持股比例过高会产生抑制作用;并进一步检验了联合风险投资的介入分别与以股权结构、董事会结构以及管理层激励为代表的公司治理结构产生的交互效应对制造业企业技术创新能力的影响。     

权益资本结构视角的上市公司治理探析——基于企业生命周期理论性态

文章结合企业生命周期理论性态,着重阐述我国上市公司治理结构与其权益资本结构的相互作用。笔者认为,公司治理结构模式主要取决于公司对其权益资本结构（股权和债仅）的安排,且不同权益资本结构映射出不同融资模式下的两种控制关系,即“股权控制”和“债权控制”。因此,要提高公司治理结构效率,有必要从公司权益资本结构的配比模式上着手,通过优化融资结构来改善公司治理结构的有效性,降低代理成本,从此实现上市公司治理机制更超规范化和制度化。     

Corporate Governance Reforms in the Post-1997 Asian Crisis: Is There Really a Convergence to the Anglo-American Model?

Abstract

Following the 1997-Asian crisis, a number of crisis-hit countries were committed to the rapid transformation of the corporate governance system to one that is modeled after the Anglo-American system. This, as the article argues, is based on a false premise, that what may have worked in the United States/United Kingdom can also be applied in East Asia. In this regard, the convergence at the firm level is seen to be more in “form” rather than in “substance”. This study assesses Singapore's corporate system in terms of its recognition of the merits of the Western model. It then details the corporate governance style of Temasek Holdings Limited (THL), a state- owned enterprise (SOE) in charge of monitoring government investments in companies. The choice of THL as a case study is based on the premise that THL operates very much like a private sector corporation. In addition, it has the ability to influence the standard of corporate governance of Singaporean SOEs. Because the SOEs are large players in their respective industries, the corporate governance of SOEs establish the standards and expectations for monitoring in non-SOEs. There are indications to suggest that the THL has taken into consideration certain aspects of corporate governance practices that may not necessarily be in line with those advocated by the Singapore government. The article argues that selective adaptation such as the style adopted in the THL more realistically portrays the corporate governance practices of East Asian corporations.     

风险投资企业治理模式比较及效率研究

风险投资企业的治理问题作为一个新兴的研究领域日益受到理论界和实践部门的关注。本文通过构建风险投资企业治理模式的简单模型,对三种典型的风险资本运作模式进行了比较和相应效率分析,提出我国风险投资企业应采取强制性制度变迁和诱致性制度变迁相结合的治理模式。     

寿险公司股权结构的国际比较及其启示

自2009年我国寿险公司开始新一轮增资扩股,其股权结构出现了新的特点,从而为寿险公司带来许多新问题和新风险。美国、英国、日本和台湾的寿险公司因其所处的经济、政治环境以及文化习俗的不同使得它们寿险公司的股权结构状况各有不同的特点。借鉴这些发达国家和地区寿险公司股权结构的经验,对我国寿险公司形成合理的股权结构,改善公司治理结构,稳定和提高公司的经营效率,加快其上市融资的步伐将会产生很大的促进作用。     

The survival of foreign subsidiaries and domestically-owned companies in Denmark, 1895–1995

Abstract

Over a long time period, 1895-1995, foreign subsidiaries in Denmark were found to have a lower survival-probability than domestically-owned manufacturing companies. The difference is highly significant and robust to control for size and industry effects. Since the number of foreign subsidiaries increased enormously throughout the period, lower relative survival rates are probably not an indicator of performance failure from the viewpoint of the parent companies. While low survival rates in foreign subsidiaries may be attributable to a number of factors (including differences between sales and production subsidiaries), this paper proposes governance differences between foreign subsidiaries and domestically-owned companies as a possible explanation. Consistent with hypothesized differences in corporate governance, domestically-owned companies are found to have higher equity reserves (equity/ assets ratios), which is found to have a positive impact on survival. For given equity - asset ratios no significant survival differences were found between the two groups.     

Tariff protection in Sweden, 1885–1914

Abstract

The Swedish finance company crisis was a kind of “run” that happened in September, 1990. It marked the beginning of the Swedish banking crisis of the early 1990s. The crisis was initially focused on the finance company Nyckeln. The specific negative information about Nyckeln is identified, and so is the extreme lateness with which it reached, if at all, the supervisory authority and the banks that were involved in lending to the finance companies. The paper then inquires whether there were warning signs of the forthcoming crisis in capital market and other public information, by means of the usual event study methodology. The data employed include indices for the banking industry and the real estate and construction industry, and share prices and trading volume for finance companies. The conclusion is that the crisis really came as a surprise, with very little advance warning.     

Carin Israelsson,Kor och människor. Nötkreatursskötsel och besättningsstorlekar på torp och herrgårdar 1850–1914

Abstract

During the 18th and the early 19th centuries there was one main dynamic factor in the Swedish economy: the merchant houses of Stockholm and Gothenburg. Their dynamic power derived from their especial role in capital accumulation and in international credit movements. Many of these houses were at that time helping to finance the Swedish iron industry. Later, during the industrial revolution, many of them were to make decisive contributions, as entrepreneurs, financiers and exporters, to the building of the Swedish forest industries. Not until then did their true dynamic power make itself felt; before the industrial revolution the generally stationary state of the economy had prevented any significant number of innovations. But in so far as there were innovations in the economic life of pre-industrial Sweden, they were due to these merchant houses.     

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.     

从公司治理谈企业内部控制环境建设

本文从内部控制整体框架结构出发,分析内部控制、控制环境与公司治理三者之间的层次关系。本文认为控制环境是内部控制的基础,公司治理又是控制环境的核心,因此健全的内部控制需要建立良好的控制环境。通过对我国上市公司控制环境现状的分析我们找出我国上市公司控制环境存在着股权结构不合理,产权不明晰和内部治理机制形式化的问题。并针对这些问题提出对控制环境建设的意见。     

中国车类上市公司股权结构与公司绩效关系的实证研究

股权结构与公司绩效之间的关系问题一直是一个研究热点.文章首先对股权结构与公司绩效的关系进行文献回顾,对二者间的关系进行理论分析并提出研究假设,同时设计实证模型,利用中国车类上市公司的样本数据对模型进行实证检验,最后得出结论.结果显示,就中国车类上市公司而言,公司绩效与股权集中度显著正相关、与法人股比例存在二次曲线相关关系、与流通股比例显著负相关.     

中国民营上市公司信息披露与公司治理

信息披露制度是公司治理重要的外部监督机制之一,信息披露质量直接关系到公司治理的成败.当前,我国民营上市公司信息披露违规情况较为严重,信息披露透明度较低,违规比例较高,从而降低了公司治理效率,影响了公司绩效.因此,完善我国民营上市公司的信息披露制度是提高公司治理效率的重要保障.