Strategic redirection in large management buyouts: The evidence from post-buyout restructuring activity

This study examines the nature of post-transaction restructuring activities for 32 large U.S. corporations that underwent management buyouts between 1983–89. This study (i) provides evidence on the extent and type of divestment and acquisition activities under private ownership; (ii) documents the outcomes associated with MBOs and the longevity of the buyout organization; and (iii) investigates the claim that buyouts are primarily mechanisms for breaking up public corporations and selling the pieces to related acquirers. The balance of the evidence indicates that restoring strategic focus is an essential function of the buyout for these large firms. However, the evidence also indicates that the buyout organization does continue to operate significant parts of the prebuyout firm. By far the majority of firms continue to meet their debt obligations satisfactorily during the buyout phase. Finally, the evidence indicates that asset sales to related acquirers derive more from efficiency considerations than market power.     

THE GOVERNANCE AND CONTROL OF VOLUNTARY CORPORATE SPIN-OFFS

We investigate the role that a voluntary corporate restructuring can play in the design of efficient internal corporate control mechanisms. To this end, we examine the post-restructuring internal control practices in 78 voluntary corporate spin-offs that were completed between 1972 and 1987. We find that the selection of the new CEOs, the design of their compensation contracts, and the staffing of the boards of directors and their compensation committees in the spun-off firms can be seen as ex ante efficient. These governance and control practices, however, are not strongly related to the observed positive market reactions to the spin-off announcements. The results indicate that equity reorganizations facilitate the implementation of efficient internal governance and control practices, but that other factors must influence the share price reactions to the announcement of such voluntary corporate restructurings.     

治理伦理与公司治理:二维治理结构的建立

流行的公司治理理论是以制度性机制为单一维度的分析框架。本文通过对公司治理行为所暗含的“私人安排”的分析,将伦理参数导入公司治理的机制体系,建立了一个扩展成的“二维治理结构”。通过对几种典型的治理结构的比较分析,指出“治理伦理”标准化和职能化,以及提高伦理治理强度是改善公司治理绩效的关键环节之一。     

公司治理评价、治理指数与公司业绩--来自2003年中国上市公司的证据

本文基于2003年的评价样本，从中国上市公司治理指数（CCGI^NK）及其所涉及的六个维度进行实证研究发现：上市公司治理指数对总资产收益率、每股净资产、加权每股收益、每股经营性现金流量、总资产周转率、总资产年度增长率、财务预警值均有显著的正面影响．这表明拥有良好的公司治理机制有助于提升企业的盈利能力、股本扩张能力、运营效率、成长能力，有助于增强财务弹性和财务安全性。公司治理中所涉及的控股股东治理、董事会治理、经理层治理、信息披露、利益相关者治理、监事会治理机制，在很大程度上决定了上市公司是否能够拥有一套科学的决策制定机制与决策执行机制。而这将对公司业绩和公司价值产生直接而深远的影响。     

Assessment and redirection of longitudinal analysis demonstration with a study of the diversification and divestiture relationship

The authors review the application of longitudinal analysis in strategic management research and show that how such analysis is conducted has implications for empirical results and theory development. A content analysis of 203 longitudinal strategic management studies reveals that most researchers have not (1) tested and controlled for violations in the data assumptions underlying longitudinal analysis or (2) tested the stability and form of the empirical relationships over time. Implications of these findings are demonstrated with analyses of the diversification and divestiture relationships of 180 Fortune 500 companies over the period 1985–88. The results show that empirical results, theoretical development, and practical applications can vary on the basis of how longitudinal analysis is performed. Suggestions for the use of longitudinal analysis in strategic management research are offered. © 1997 by John Wiley & Sons, Ltd.     

公司治理与企业价值的实证研究

为探索公司治理与企业价值的相关关系,文章构建了中国上市公司治理指数(CGI),包括了上市公司受到外部机构的审核意见、股权结构、董事会治理机制、经理人员激励四个主要方面。通过运用实际数据进行实证研究,发现我国上市公司的治理水平确实对企业价值有高度显著的正向促进作用,并随着改革的深入和证券市场的规范化,呈现出逐年强化的趋势。     

上市公司股权激励盈余管理及影响因素研究

自股权激励办法施行以来,股权激励作为一种降低代理成本的激励方式,被越来越多的上市公司所采用。然而实证发现,盈余管理会伴随股权激励发生,实行股权激励公司在业绩考核第一年存在显著的盈余管理现象,而业绩考核前一年并不存在。在影响盈余管理的因素上,公司选用考核范围更广的业绩指标能减少管理层进行盈余管理的动机,行权时长的增加会给管理层盈余管理造成一些困难,从而抑制管理层在后阶段盈余管理的行为。     

国企改制：基于治理与管理内涵职能的深化分析

公司治理是公司“依法管理”的重要体现。它为维护所有者权益和公司各利益主体间的权益制衡从而规范化行使其权能，为公司外向型决策机制的形成和市场化战略营运发展亦即企业家的选拔造就提供了必要的体制保障。作为公司治理战略意向实现方式的公司管理。在实际上成为企业家才能或企业家精神导向下的管理创新过程中。反过来又有力推动公司治理和战略构想的创新发展。从公司治理与公司管理内涵职能深化分析的视角，考察我国国企改制现实，可看到当前国资管理中“国资委模式”，存在诸多应予以关注的问题。     

Consequences of measurement problems in strategic management research: the case of Amihud and Lev

Strategic management research has been characterized as placing less emphasis on construct measurement than other management subfields. To illustrate the consequences of measurement error, we revisit the debate on the causes of diversification. Our research suggests that the divergent findings between studies on this topic are largely the result of measurement error, and that prior work has underestimated the true effect of size in the relationships between variables. Copyright © 2004 John Wiley & Sons, Ltd.     

公司的领导权结构与经营绩效

公司的领导权结构反映了董事会的独立性和执行层创新自由的空间，它是公司内部治理结构的一个极其重要且高度可见的方面，依据来自中国证券市场数据的实证分析表明，领导权结构与公司绩效之间并不存在显著的线性关系，而且环境变量也未调和上述二者之间的联系。公司绩效的决定因素是很复杂的，而且是相互联系的，不能用单一的变量（如两职设置）来衡量，两职分设也并不是解决公司绩效问题的万能药。公司治理效率的根本决定因素在于合理的股权结构与市场化的人事任免机制。在现行的制度框架下，总经理兼任董事（不包括董事长）可能是一种较好的选择。     

外部治理环境与公司内部治理结构效应比较

本文以深沪两市1039家上市公司2001—2005年的严格平衡面板数据作为样本.实证分析了外部治理环境的不同程度和公司内部治理结构的不同安排对公司价值的影响效应,并分行业细分了这种影响效应的差异。实证回归的结果发现。在外部治理环境当中只有法治化水平对总体样本的上市公司价值有显著的影响作用.而在公司内部治理结构当中则证实了正U型的股权结构效应。此外.外部治理环境与公司内部治理结构对公司价值的影响效应会因行业而有所差异。然而。从整体上看.前者的效应都明显地小于后者。研究结果表明。对于中国特殊的证券市场环境而言。同样存在着公司内部治理结构的合理安排可以作为公司价值保护机制的可能性。     

Investor activism,managerial responsiveness,and corporate social performance

We study relationships between shareholder proposal activism, managerial response, and corporate social performance (CSP). We find that shareholder proposal activism reduces CSP. We infer that rather than pressuring firms to improve CSP, activism may engender diversion of resources away from CSP into political activities used by managers to resist external pressures and retain discretion. We also find that managers are more likely to settle proposals filed by ‘salient’ shareholders (i.e., those with power, legitimacy, and urgency). Settlement with salient shareholders, however, also reduces CSP, suggesting that managers' responses are symbolic; i.e., they settle with salient shareholders to demonstrate conformance but continue to resist making the substantive changes to core policies that may compromise their discretion. Copyright © 2007 John Wiley & Sons, Ltd.     

Self‐selection,endogeneity, and the relationship between CEO duality and firm performance

This study focuses explicitly on the methodological implications of the endogenous theory of governance as applied to firm performance. In particular, if firms choose their governance structures as part of a constrained performance maximization process, then application of an appropriate empirical methodology should reveal statistical evidence of such behavior. In this study we take advantage of the endogenous switching regression model framework to determine whether such predicted optimizing behavior can be corroborated by the data. The model allows us to test explicitly for selection behavior in accordance with comparative advantage and, concomitantly, the presence of selectivity bias, in estimating the impact of CEO duality on firm performance. The selection and performance equations are modeled in accordance with the extant accounting, economics, and management literature on the impact of the dual governance structure on firm performance. Overall, we tested four performance measures for the entire sample of firm‐year observations as well as for the largest three industries in terms of sample sizes. The major finding, robust in all cases, is that there is no evidence to support a contention that CEO duality is a structure purposefully chosen for optimizing performance. If firms are indeed choosing the dual leadership structure, they are doing so for reasons other than improving performance from what it would be otherwise. In fact, for performance measured as market return and earnings per share, there is evidence of a significant selectivity bias that acts to lower performance below what it would have been under random assignment. For performance measured by Tobin's q and return on assets, we found neither evidence of selectivity bias, nor any significant marginal performance impacts of CEO duality. Such findings are inconsistent with an endogenous governance theory, at least when applied to firm performance. 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.     

公司治理、组织能力和社会责任--基于整合与协同演化的视角

公司治理、组织能力和社会责任是企业永续经营难以回避的关键问题，但在学术界它们是被分开来研究的．这很大程度上制约了对企业发展的综合思考。本文在批判性回顾已有相关研究成果的基础上．论述了三者作为企业价值运作机制的组成部分而具有的共同特征。本文基于整合视角而不是分离角度、基于动态视角而不是静态角度，将组织能力、公司治理和社会责任融合在一起，构建了三者的整合模型和演化过程，对其协同演化的“最佳实践”作了相关拓展．并提出初步政策建议。     

Corporate governance,investment bandwagons and overcapacity: an analysis of the worldwide petrochemical industry, 1975–95

Previous research has provided conflicting arguments and evidence on which corporate governance system—bank based or market based—is better in preventing managers from investing in value‐destroying projects. This paper attempts to further the debate by comparing the effect of these different corporate governance systems on preventing capacity expansion bandwagon behavior in the worldwide petrochemical industry in the period 1975–95. Our study shows, first, that neither system is particularly effective in curbing overinvestment; however, the market‐based system seems to be less ineffective than the bank‐based system. Second, free cash flow appears to drive greater bandwagon behavior in the market‐based system than in the bank‐based system. Finally, within the bank‐based system, companies that rely on one bank–shareholder are more likely to join the bandwagon than those with more than one. Copyright © 2003 John Wiley & Sons, Ltd.     

美国公司治理:公司控制权转移的历史分析

本文回顾了美国公司治理体制的形成与演变历程。文中指出,伴随美国公司治理体制的不断演变,公司控制权已经从所有者手中转移到了内部的经营者和外部的监控者手中。最初,经营者和监控者都是以增进或保护所有者权益为初衷来介入公司事务的,但经过数十年的演化后,二者一道从股东手中攫取了大部分的公司控制权,实现了对公司的联合控制。20世纪七八十年代,代理理论以及以其为理论背景的股东价值论的兴起,是美国公司治理晚近的一个主要进展,但在这个时期里,股东对公司的控制权日渐式微的基本态势,没有得到实质性的改观。本文讨论了美国公司治理体制的世界性影响,并指出它不是一种理想的公司制度。     

The persistence of founder influence: management,ownership, and performance effects at initial public offering

The purpose of this research is to apply a conceptual framework to questions of how, why, and when founders participate in the firms that they establish and to empirically test for the persistent influence of the founder on the firm after start‐up. A definition of the term ‘founder’ is proposed. Empirical tests compare firms with founder CEOs to those with nonfounder CEOs to determine whether governance and ownership relationships are distinguishable at initial public offering (IPO). In addition, investor reaction to founder‐led firms at IPO is tested. Results suggest that founder influence does persist in governance and ownership arrangements and that the stock market reaction to founder‐led firms is higher than for the comparison group, relative to accounting value. Copyright © 2003 John Wiley & Sons, Ltd.     

Failed takeover attempts,corporate governance and refocusing

Hostile takeover attempts oftentimes signal that a target firm has an over‐diversified and ineffective corporate strategy. What does this signal mean when takeover attempts fail? Drawing from agency theory, we argue that target firms managed by independent directory boards are likely to ignore the takeover attempt and not refocus their firms' strategy. Conversely, target firms managed by nonindependent boards are more likely to view the failed takeover attempt as a ‘wake‐up call’ and will refocus their firms' strategy so as to preserve the firm's survival. These arguments are tested using a sample of 76 firms that were targets of failed hostile takeover attempts. Logistic regression analyses confirm the predictions. This study suggests that in the aftermath of a failed takeover attempt board of director characteristics can help predict changes in corporate strategies. Copyright © 2002 John Wiley & Sons, Ltd.     

Owners on both sides of the deal: mergers and acquisitions and overlapping institutional ownership

Using a corporate governance lens, this study considers owners with a stake in both the acquiring and the target firms in the context of mergers and acquisitions. A possible agency problem arises with regard to monitoring implications as managers may be able to take advantage of compromised monitoring because overlapping owners may focus on the aggregate value for both the acquiring and the target firms and nonoverlapping owners may be interested only in the acquirer's side of the deal. The results suggest that when more owners overlap in their ownership of both the acquiring and target firms, the acquiring firms are more likely to experience decreased shareholder value through merger and acquisition deals. This effect, however, can be constrained by stronger board control. Copyright © 2010 John Wiley & Sons, Ltd.