Corporate Governance and Value: Evidence from “Close Calls” On Shareholder Governance Proposals

The authors summarize the findings of their recent study of the effects of specific corporate governance provisions on firm value. Using a sample of governance provisions that were subjected to shareholder votes during the period 1997–2011, this study analyzes cases in which shareholder‐sponsored corporate governance proposals were either rejected or passed by a small margin (no more than 5% of the vote). By so doing, this study helps correct two limitations of the existing governance literature: (1) that the effects of expected governance changes are already incorporated in share prices (the “expectations” problem); and (2) that governance policies are often a consequence rather than a cause of other variables such as corporate performance and are thus correlated with many other firm characteristics (the “endogeneity” problem). The authors' findings show that expected improvements in corporate governance through the adoption of particular corporate governance provisions—particularly the removal of anti‐takeover provisions—is associated with both positive abnormal stock returns and improvements in long‐term firm operating performance. The authors estimate that the adoption of such governance proposals increases shareholder value by 2.6%, on average. Moreover, these returns are consistent with, and thus accurate predictors of, future changes in corporate investment (reductions of capital spending, in most cases) and improvements in operating performance.     

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.     

Corporate Governance and Firm Value: The Impact of the 2002 Governance Rules

The 2001 to 2002 corporate scandals led to the Sarbanes–Oxley Act and to various amendments to the U.S. stock exchanges' regulations. We find that the announcement of these rules has a significant effect on firm value. Firms that are less compliant with the provisions of the rules earn positive abnormal returns compared to firms that are more compliant. We also find variation in the response across firm size. Large firms that are less compliant earn positive abnormal returns but small firms that are less compliant earn negative abnormal returns, suggesting that some provisions are detrimental to small firms.     

公司治理和企业价值研究最新进展

中国证监会、国家经贸委于2002年1月发布了<上市公司治理准则>,旨在规范上市公司治理结构.据统计,到2003年6月30日,沪深证券交易所的1250家上市公司中共有1244家配备了独立董事,可见公司治理的重要性已经受到广泛认同.然而令人感兴趣的是,这种改善公司治理的举措是否奏效?在中国的制度环境下,公司治理和企业价值之间到底存在着怎样的关系?     

University of Rochester Roundtable on Corporate M&A and Shareholder Value

Robert Bruner's new book, Deals from Hell , serves as the point of departure for a wide-ranging discussion of the effect of mergers and acquisitions on shareholder value and the general economy. Despite the book's title, Bruner's message is at bottom a positive one: Corporate M&A increases efficiency and value, on average, and enriches the shareholders of not only the selling firms, but the buyers as well.
But if the average transaction is value-increasing for acquirers, many acquisitions of publicly traded companies by other public companies are value-destroying for the buyers, in large part because of "control rights" that U.S. laws and regulations have effectively conferred on target company managements. One proposed solution is a return to the legal and regulatory climate of the 1980s, a time when companies that reduced their own values by making bad acquisitions thereby raised the odds that they would become the next takeover targets.     

Corporate Governance and the Goal of the Firm: In Defense of Shareholder Wealth Maximization

This essay is based on my keynote address at the 2016 annual meeting of the Eastern Finance Association. I propose that misunderstandings about the traditional model of corporate governance, with its emphasis on shareholder wealth maximization, contribute to negative societal attitudes about corporations. I discuss the implications of shareholder wealth maximization for other corporate stakeholders, the dangers of deviating from shareholder wealth maximization, and the roles that the media and the government play in the governance of corporations.     

Corporate Risk Management as a Lever for Shareholder Value Creation

Firm value is influenced in many direct and indirect ways by financial risks which consist in unexpected changes of foreign exchange rates, interest rates and commodity prices. The fact that a significant number of corporations are committing resources to risk management activities, however, represents only an indication for the potential of corporate risk management to increase firm value. This paper presents a comprehensive review of positive theories and their empirical evidence regarding the contribution of corporate risk management to shareholder value. It is argued that because of realistic capital market imperfections, such as agency costs, transaction costs, taxes, and increasing costs of external financing, risk management on the firm level (as opposed to risk management by stock owners) represents a means to increase firm value to the benefit of the shareholders.     

Information,Ownership Structure,and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals

This paper examines how information and ownership structure affect voting outcomes on shareholder-sponsored proposals to change corporate governance structure. We find that the outcomes of votes vary systematically with the governance and performance records of target firms, the identity of proposal sponsors, and the type of proposal. We also find that outcomes vary significantly as a function of ownership by insiders, institutions, outside blockholders, ESOPs, and outside directors who are blockholders. These results suggest that both public information and ownership structure have a significant influence on voting outcomes.     

公司治理机制对公司透明度的影响——来自中国上市公司的经验数据

越来越多的国家把公司透明度作为衡量公司治理效率的标志 ,并为提高企业透明度做出了种种努力。中国同样面临提高公司透明度的问题 ,然而截至目前 ,国内并没有关于企业透明度与公司治理机制之间关系的实证研究。本文以我国上市公司作为研究对象 ,以自愿性信息披露水平作为公司透明度的替代变量 ,分析了公司治理机制对公司透明度的影响。     

Forecasts in IPO Prospectuses: The Effect of Corporate Governance on Earnings Management

Prior research suggests that managers may use earnings management to meet voluntary earnings forecasts. We document the extent of earnings management undertaken within Canadian Initial Public Offerings (IPOs) and study the extent to which companies with better corporate governance systems are less likely to use earnings management to achieve their earnings forecasts. In addition, we test other factors that differentiate forecasting from non‐forecasting firms, and assess the impact of forecasting and corporate governance on future cash flow prediction. We find that firms with better corporate governance are less likely to include a voluntary earnings forecast in their IPO prospectus. In addition, we find that while IPO firms use accruals management to meet forecasts; the informativeness of the discretionary accruals depends on whether or not the firm would have missed its forecast without the use of discretionary accruals.     

保险公司治理结构监管是根本

随着近年来我国保险业的快速发展,保险监管机构逐渐认识到保险公司治理结构监管的重要性。在今年3月召开的全国保险监管工作会议上,保监会主席吴定富指出, “目前我国现代保险监管体系已经初步形成,防范风险的五道防线正在逐步完善,初步建立起了市场行为监管、偿付能力监管和保险公司治理结构监管的现代保险监管‘三支柱’框架”。由此可见,根据监管机构定位,保险公司治理结构监管已成为与市场行为监管、偿付能力监管并列的保险监管三大支柱之一。     

机构投资者对创业板公司治理及价值表现之影响研究

本文以创业板上市公司和机构投资者为研究对象,研究机构投资者与上市公司治理和价值的双向影响。研究表明,创业板上市公司治理和机构投资者之间是良性循环,即机构投资者能改善上市公司的治理水平和价值表现,同时被改善治理水平和价值的上市公司会吸引更多的机构投资者持股。该研究不仅在理论上对创业板机构投资者的作用进行了肯定,也为我国监管机构如何促进机构投资者的发展提出相应的政策建议。     

管理层持股的治理效应——基于债务期限结构的视角

考虑到中国股市的有效性程度较低及上市公司的股权集中度较高这两个因素,从债务期限结构的角度考察了管理层持股的有效性.研究发现,管理层持股越多,公司债务的期限越短.进一步的分析发现,管理层持股与债务期限结构之间存在的这种负相关关系在高信用等级的企业中表现得更为突出.这表明管理层持股减轻了管理层与股东之间的代理成本,具有一定的治理效应.     

Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany

This article provides a comparative study of four major dimensions of corporate governance in the U.S. and Germany: (1) the laws affecting corporate governance, particularly those designed to protect minority shareholders; (2) the prescribed role and actual conduct of corporate boards; (3) the market for corporate control (including hostile takeovers); and (4) incentive compensation. The authors pose the question: If the primary purpose of the corporate governance system is to serve the interests of minority shareholders, how do the U.S. and German governance systems rank on each of these four dimensions ? Their conclusion is that although the U.S. system is more shareholder friendly in many respects than the German, both systems have major shortcomings, particularly in the market for corporate control. The authors conclude with a list of proposed changes to both systems that would amount to “taking shareholders seriously.”     

公司治理、负债融资政策与企业价值

论文以广东省上市家族企业为例,从公司治理的视角研究了企业负债融资政策的影响因素及其经济后果.研究发现:(1)公司实际控制人拥有的现金流权比例越高,公司董事长与总经理持股比例越高,企业就越有可能选择谨慎的负债融资政策,保持较低的负债水平;公司董事会人数或独立董事人数越多,企业就越有可能选择激进的负债融资政策,保持较高的负债水平;公司股东大会次数或董事会次数以及公司董事会专门委员会设立个数等其他公司治理因素,对公司负债融资政策选择不构成显著影响.(2)在公司实际控制人直接控制上市公司的方式下,谨慎的负债融资政策降低了企业价值;相反,在公司实际控制人金字塔式控制上市公司的方式下,激进的负债融资政策降低了企业价值.     

Corporate Governance, Board Diversity, and Firm Value

This study examines the relationship between board diversity and firm value for Fortune 1000 firms. Board diversity is defined as the percentage of women, African Americans, Asians, and Hispanics on the board of directors. This research is important because it presents the first empirical evidence examining whether board diversity is associated with improved financial value. After controlling for size, industry, and other corporate governance measures, we find significant positive relationships between the fraction of women or minorities on the board and firm value. We also find that the proportion of women and minorities on boards increases with firm size and board size, but decreases as the number of insiders increases.     

信息不对称、公司治理与现金持有价值——基于知情交易概率的非平稳面板数据

本文为了研究中国上市公司信息不对称、公司治理和现金持有价值之间的关系,以沪深上市公司2004-2009年数据为基础,利用知情交易概率作为管理者和投资者之间的信息不对称代理变量,以高管持股比例作为公司治理代理变量,利用公司各种财务指标作为控制变量,发现信息不对称与中国上市公司现金持有价值呈显著负相关,高管持股比例和现金持有价值显著正相关,支持自由现金流理论和委托代理理论,信息不对称程度越高,管理者越可能滥用现金,导致现金持有价值下降,而提高公司治理,加强投资者保护可以提高现金持有价值。     

境外上市背景下治理机制对公司价值的影响——基于融资决策传导效应的研究

本文从财务管理的环境起点论出发,在分析境外上市①对治理机制和公司价值影响的基础上,尝试深入研究改善治理对提升公司价值的传导效应。本文认为在治理机制、理财决策和公司价值之间存在着一条纽带将三者紧密地联系在一起。以在香港主板上市的中资公司为样本,本文研究发现融资决策是治理机制与公司价值之间的中介变量,即中国公司的境外上市改善了其治理机制,而良好的治理机制通过优化公司理财决策,促进了公司价值的增长。