Forced financial information restatements and management turnover: Market discipline and large family shareholders’ intervention in an emerging economy

Using data from Taiwan, this paper investigates the market discipline effects associated with the forced financial information restatement on management turnover, and how family governance intervenes with such market discipline. By integrating legitimacy theory, the institution-based view, and multiple agency perspective, we find that market discipline associated with the forced financial information restatement can be effective to trigger management turnover in an emerging economy. Family ownership strengthens such market discipline by promoting ex-ante management turnover but weakens such market discipline by deterring immediate/ex-post management turnover. On the other hand, family board control weakens market discipline in mitigating families-minority shareholders conflicts by deterring all ex-ante, immediate, and ex-post management turnover. The analysis contributes to our understanding of a firm’s legitimacy as the dominating force in supporting an effective market discipline on management turnover in a weak institutional environment. Families play multiple governance roles to intervene with such market discipline in a weak institutional environment in order to build a management team for their investment safety and maintain a management team for family private benefits of control.     

代理问题、公司治理与企业价值--以民营上市公司为例

本文运用代理理论对2002年在上海、深圳证券交易所上市的122家民营上市公司治理与企业价值进行理论分析与实证检验,发现民营上市公司治理包括在股权集中度、债务融资比重、金字塔式控股、控制权与现金流权偏离、流通股与非流通股价偏离等五个方向上存在着代理冲突,并指出引发民营上市公司代理冲突的首要原因是现行流通股与非流通股的股权割裂。     

环境约束与家族企业上市时机选择

家族企业上市问题成为最近几年学术界和实业界人士共同关心的热点问题.本文认为,考虑到中国目前的制度环境约束,家族企业争取上市资格可能并非明智之举.其原因在于：一个有效率的治理结构安排是外部社会制度环境的函数,治理结构的有效性更多地体现在对外部环境的适应性方面,治理结构的变迁应该有相应的制度环境相配套,否则,家族企业进行强制性的制度变迁可能会带来企业总剩余的损失.本文还依据相关研究文献,提出了测量家族企业上市时机选择的社会环境阈值.     

Family firms and internationalization‐governance relationships: Evidence of secondary agency issues

This article documents that blockholders with both ownership and management control in family firms have different goals compared to blockholders with only ownership (but no management) control. We theorize and find evidence that family controlled and family managed (FCFM) firms negatively moderate the relationships between internationalization and governance mechanisms, while family controlled and nonfamily managed (FCNFM) firms do not. The findings indicate that family owners in FCFM firms have greater opportunities to reap private benefits of control indicating the presence of secondary (principal‐principal) agency problems, while these problems are mitigated in FCNFM firms. In emerging economies like India where family firms are ubiquitous, they highlight the need to recognize differing blockholder influences on internationalization‐governance relationships and to develop more nuanced theorizing for understanding them. Copyright © 2013 John Wiley & Sons, Ltd.     

Governance,ownership structure,and performance of IPO firms: the impact of different types of private equity investors and institutional environments

This paper examines performance effects of ownership concentration and two types of private equity investors (venture capitalists and business angels) in firms that have recently undergone an initial public offering (IPO) in the United Kingdom and France. We expand and contextualize nascent understanding of multiple agency theory by examining heterogeneity of private equity investors and by suggesting that multiple agency relationships are affected by different institutional contexts. We employ a unique, hand‐collected dataset of 224 matched IPOs (112 in each country). Controlling for the endogeneity of private equity investors' retained share ownership, we find support for the agency theory argument that concentrated ownership improves IPOs' performance. The research also shows that the two types of private equity investors have a differential impact on performance, and the legal institutions in a given country moderate this impact. Copyright © 2009 John Wiley & Sons, Ltd.     

Antecedents and consequences of corporate governance reform: the case of Germany

The paper examines the antecedents and consequences of the voluntary adoption of corporate governance reform in firms embedded in a relationship‐based governance system with less protection of minority shareholders. In such locations, ownership structure should be a key determinant of governance reform. Firms with dispersed ownership are likely to face agency problems but may lack sufficient ownership power in the hand of external owners for adoption to occur. Extensive ownership by external parties facilitates adoption but decreases the need and motivation to adopt governance reform. We examined the adoption of stock‐based incentive plans and transparent accounting regulations (e.g., greater disclosure to shareholders) among large German firms (DAX 100) during the late 1990s. We found an inverse ‘U’‐shaped relationship between ownership concentration and governance reform. In addition, we found that firms adopting governance reform were more likely to engage in corporate divestitures and achieve higher levels of market performance than firms not adopting governance reform. Copyright © 2003 John Wiley & Sons, Ltd.     

基于代理理论与管家理论视角的家族企业的公司治理选择：一个理论框架

企业组织是一个非常异质性的组织，企业的不同治理选择潜在影响着企业的代理成本和管家态度。最终体现为能力和企业绩效上的重要区别。本文从代理理论与管家理论这两种不同公司治理视角，分析了家族企业公司治理的四个维度即家族所有与控制、家族领导能力、多个家族成员的广泛参与、以及家族传承计划与实际参与下的各自的代理成本和管家态度，以及对企业能力和绩效的影响。     

Acquisitions of private vs. public firms: Private information,target selection,and acquirer returns

The acquisition of privately held firms is a prevalent phenomenon that has received little attention in mergers and acquisitions research. In this study, we examine three questions: (1) What drives the acquirer's choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers' shareholders? (3) Do acquirers gain when their selection of a public or private target fits the theory? In this paper, we argue that the lack of information on private targets limits the breadth of the acquirer's search and increases its risk of not evaluating properly the assets of private targets. At the same time, less information on private targets creates more value‐creating opportunities for exploiting private information, whereas the market of corporate control for public targets already serves as an information‐processing and asset valuation mechanism for all potential bidders. Using an event study and survey data, we find that: (1) acquirers favor private targets in familiar industries and turn to public targets to enter new business domains or industries with a high level of intangible assets; (2) acquirers of private targets perform better than acquirers of public targets on merger announcement, after controlling for endogeneity bias; (3) acquirers of private firms perform better than if they had acquired a public firm, and acquirers of public firms perform better than if they had acquired a private firm. These results support the expectation that acquirer returns from their target choice (private/public) are not universal but depend on the acquirer's type of search and on the merging firms' attributes. Copyright © 2007 John Wiley & Sons, Ltd.     

控制权性质 会计稳健性与投资不足

我国资本市场制度体系尚未健全,公司投资都是在这不完善的环境下进行的,严重的信息不对称和代理问题致使公司普遍存在投资不足,而会计稳健性是会计信息质量特征之一,它具有会计信息的治理功能,即能有效缓解信息不对称和代理问题,可改善公司投资不足。当然我国的特殊制度和市场背景造成上市公司广为诟病的一股独大、所有者缺位的所有权结构,因此结合我国特殊控制权性质,研究会计稳健性与投资不足的关系。     

Mixed duopoly, inefficiency, and public ownership

If a publicly-owned firm has a higher marginal cost than a private firm, partial public ownership may be welfare-improving, if the public firm acts is Stackelberg leader. If the private firm's marginal cost is private information a simple transfer function is truth-eliciting. If the stock market is efficient, the cost of renationalization is “small”.     

The free cash flow hypothesis for sales growth and firm performance

business is business! And business must grow –Dr. Seuss, The Lorax The paper investigates the agency argument that sales growth in firms with free cash flow (and without strong governance) is less profitable than sales growth for firms without free cash flow. It also tests whether strong governance conditions improve the performance of firms with free cash flow and/or limit the investments in unprofitable sales growth. Consistent with agency theory, firms with free cash flow gain less from sales growth than firms without free cash flow. But different governance conditions affect sales growth and performance in different ways. Having substantial management stock ownership mitigates the influence of free cash flow on performance, despite allowing higher sales growth. In contrast, outside blocks held by mutual funds reduce sales growth substantially, but does not increase performance from sales growth. Copyright © 2000 John Wiley & Sons, Ltd.     

A diagnostic model of private control and collective control in buyer-supplier relationships

This study examines the control-based governance in buyer-supplier relationships. Building on boundary spanning theory and governance literature, we propose an integrated model that consists of exchange parties' private control (aimed at individual gains) and collective control (aimed at joint gains) in boundary spanning activities, along with their structural antecedents and relationship consequences in interorganizational governance. Using data collected from manufacturer-distributor dyads, we demonstrate that a buyer-supplier relationship characterized by a high degree of distributive justice and low degrees of goal difference and power asymmetry promotes exchange parties' collective control while inhibiting private control in boundary spanning conduct. The impact of private and collective controls on dyadic relationship performance is further mediated through governance costs and returns. Specifically, private control results in conflict and transaction costs that undermine dyadic relationship performance, whereas collective control leads to solidarity and reciprocity that sustain dyadic relationship performance. Recognizing and distinguishing between private control and collective control is essential to managing boundary-spanning behavior in buyer-supplier relationships and to solidifying relationship performance in supply chain and channel management.     

CORPORATE GOVERNANCE WITHIN THE CONTEXT OF ANTITAKEOVER PROVISIONS

This paper advances understanding of corporate governance relationships with a longitudinal study of multiple antitakeover options. Prior analyses have been primarily cross-sectional, focused exclusively on a single provision ignoring provisions which require subsequent stockholder approval. The current study uses agency theory, and broadens this perspective by examining the differential impact of institutional investors stockholding, managerial stock ownership, and corporate board characteristics on the rate of adoption of six provisions, including provisions which do and do not require stockholder approval. Results of hazard analyses of the rate of amendment adoption of 185 firms between 1984 and 1988 indicate that the impact of governance variables on antitakeover provisions differ depending on whether these actions require stockholder approval or not. The pattern of differences indicates that institutional investors use their voting power when they are given an opportunity to vote and that substitution between direct shareholder control and managerial stock ownership exists.     

Alternative Corporate Governance Systems in Japanese Firms: Implications for a Shift to Stockholder-Centered Corporate Governance

In Asia, the recent catastrophic decline in regional stock markets, continuing currency crisis and failures of major financial institutions and industrial corporations have increased domestic and international interest in corporate governance. Nowhere is this greater than in Japan where financial institution reform has catapulted this to the fore. In this paper, we use agency theory and institutional theory, together with comparative case examples, to derive some propositions on the dynamics of changing corporate governance systems in Japanese firms. We argue for the co-existence of stakeholder and shareholder-centered corporate governance systems in Japan. This argument has an important implication for corporate governance research and agency theory. Namely, changes in ownership structure and institutional expectations would force firms to focus on maximizing shareholder value even where the interests of stakeholders are more emphasized. It suggests an environmental selection mechanism to ensure the emergence of appropriate corporate governance mechanisms to solve the agency problem. Further, the loss of competitiveness and the prolonged poor performance of firms can change the institutional norms to emphasize asset efficiency and transparency rather than stability and business ties.     

企业的环境保护、社会责任及其市场效应——基于紫金矿业环境污染事件的案例研究

本文以紫金矿业汀江污染事故为例,运用事件研究法分析了紫金矿业污染事件及其后两次罚款对紫金矿业及同行业公司股价的影响,以探讨不同类型环境事件的不同市场效应。实证结果表明,上市公司环保绩效能够在一定程度上影响投资者决策。A股和H股市场都能对重大环境污染事故做出显著负面反应;但A股市场基本不能对政府处罚、环境诉讼等负面环境事件做出有效反应;H股市场投资者整体上更加关注价值投资、企业的长远发展和社会责任,能够对环境事件导致的罚款做出负面反应。研究结果还表明投资者能够识别不同类型环境事件的信息含量:A股市场很少考虑企业的环境责任,更多关注与企业经营业绩相关的环境信息,H股市场则更多关注企业治理和企业价值相关的环境信息。     

Informativeness of performance measures and Chinese executive compensation

We provide evidence on the use of accounting versus stock market performance measures as determinants of Chinese top managers’ compensation over 2001–2007. We theorize and find that (1) accounting returns are weighted more heavily in general than stock returns in determining top executive compensation, (2) state-owned enterprises (SOEs) rely significantly less on stock market returns than do non-SOEs, (3) firms located in high marketization regions rely more heavily on stock market returns to reward managers, and (4) firms with better internal governance quality rely more on stock returns to reward executives. We discuss our findings with particular reference to the Chinese context of our research.     

资本市场对公司治理的作用机理及若干实证检验

本文从资本市场与公司治理的关系入手研究资本市场对公司治理的作用。资本市场的融资机制，使投资者有权选择投资的对象，从而改善和提高公司的治理结构；资本市场的价格机制，可使出资者了解公司经营信息，降低了股东对管理层的监控信息成本，降低了公司治理的成本；资本市场的并购机制，可以强制性纠正公司治理的低效率。本文还用中国上市公司的实际情况验证了资本市场对公司治理的作用机理及其有效性。     

Government Ownership and Financial Performance in a Competitive Environment: Evidence from the Corporatization of the New Zealand Government Computing Services

This paper examines the financial performance of Government Computer Services (GCS) from 1985 to 1994. During this period GCS moved from a government department to an autonomous agency and was subsequently organized as a limited liability corporation. In 1994, GCS was sold to the private sector. This setting provides a quasi-experiment in which to examine the effect of different governance mechanisms on financial performance, while holding ownership constant. The role of government ownership and its impact on financial performance is an important issue, particularly in the Asia-Pacific region where governments play a significant role in economic development. The financial performance of GCS improves, which is consistent with the hypotheses concerning the deregulation of the product and labor markets and changes to the governance structure.     

幸福感、社会资本与代理成本

幸福感是社会学和经济学领域关注的热点问题,但较少研究幸福感对公司治理行为影响的经济后果。本文运用中国A股上市公司的经验数据,在对幸福感与代理成本的关系进行理论分析的基础上,首次检验了幸福感与代理成本之间的关系。研究发现:地区幸福感能够显著降低地方政府控制上市公司的代理成本,与之相反,地区幸福感加剧了民营控制上市公司的代理成本,并从幸福感的社会资本视角对地区幸福感与代理成本的关系进行了解读。本研究在一定程度上增进了企业代理成本问题的研究积累,研究结论对国民福利的公共政策和企业员工福利计划的制定具有一定的启示意义。     

CEO incentives,innovation, and performance in technology‐intensive firms: a reconciliation of outcome and behavior‐based incentive schemes

Building on the agency view of corporate governance, we propose that technology‐intensive firms use both outcome and behavior‐based performance criteria for rewarding CEOs. Using a sample of 206 firms from 12 U.S. manufacturing industries, we find that as technological intensity increases CEO bonuses are more closely linked to financial results and that total CEO incentives are associated with two indicators of desirable innovation behaviors: invention resonance and science harvesting. Invention resonance refers to the impact a firm's inventions have on other firms' inventions, while science harvesting reflects a firm's commitment to scientific research. As technological intensity increases, aligning bonus with financial results, total incentives with invention resonance, and total incentives with science harvesting predict firm market performance. Copyright © 2006 John Wiley & Sons, Ltd.