创始股东保护问题研究——国美股权与控制权之争对中国公司治理的启示

国美虽在英属维尔京群岛注册，在香港交易及结算所有限公司上市，但仍不失为一家典型的中国式家族企业。国关事件展示了一个失衡的公司治理架构，即管理层可在两权分离的立法模式下实现内部人控制，风险投资人可通过议定投资协议来约束管理层，但创始股东则因受制于一股一权的强制性规范而容易失去对公司的控制权。为维护其创业诉求，建议创始股东除传统控股，还应特别设计公司章程来预留特定董事席位，并约定优先股等保护条款。     

The Labor-Managed Firm: Permanent or Start-Up Subsidies?

We explore a new argument that seeks to explain the near absence of the labor-managed firm or cooperative, despite a range of inefficiencies attributed to the present-day capitalist firm. We derive the crucial condition for the emergence of labor-managed firms and show that it is unduly restrictive from an efficiency point of view. The policy implication is that public intervention to promote labor-managed firms should primarily be in the form of start-up subsidies rather than in providing permanent tax subsidies.     

Effects of Foreign Presence in a Transition Economy: Regional and Industrywide Investments and Firm-Level Exports in Ukrainian Manufacturing

We investigate the effects of regional and industrywide foreign presence and foreign direct investment (FDI) on the export volumes of Ukrainian manufacturing firms using unpublished panel data from 1996-2000. Foreign presence through FDI may have negative competition effects on domestic firms' performance; at the same time, domestic firms' productivity may be increased by technology transfer or training and demonstration effects. From a Cournot competition model that includes negative competition and positive technology spillover effects, we hypothesize that foreign presence and FDI might positively affect domestic firms' output and exports. Our estimation results support these hypotheses, suggesting in particular that large firms and durable goods producers benefit most from foreign presence and investments.     

Market Orientation,Competitive Strategy and Firm Performance

Abstract

In this paper, we investigate the mediating effects of a firm's competitive strategy in the market orientation-performance relationship. Based on a sample of 371 manufacturing firms in China, evidence was found that the three dimensions of market orientation exert different effects on competitive strategy and performance. Among them, customer orientation has the strongest association with competitive strategy and market performance. This lends credence to a componentwise approach on the study of the relationship between market orientation and performance. The results of structural equation analyses indicate that the mediating effect of competitive strategy is mainly revealed in innovation strategy, the most vital factor in creating superior value for the company in the emerging market. Limitations of this study and implications for future studies are discussed.     

Corporate Venture Capital and Its Contribution to Intermediate Goods Firms in South Korea*

Set by government, corporate, financial and individual sources, venture capitalists in Korea have adapted themselves to the new and uncertain venture capital market through stand‐alone and syndicated investments. The present study raises questions about whether various financial sources contributed differentially to their portfolio firms during the market boom of 2000. Results show that no single capital source showed better performance, and only corporate venture capitalists contributed to intermediate goods firms. The latter finding might reflect the unique ability of corporate venture capitalists to use vertical value‐chain linkages for their investments.     

Capital Structure,Corporate Taxation and Firm Age*

This paper analyses the relationship between corporate taxation, firm age and debt. We adapt a standard model of capital structure choice under corporate taxation, focusing on the financing and investment decisions typically faced by a firm. Our model suggests that the debt ratio is associated positively with the corporate tax rate and negatively with firm age. Further, we predict that the tax-induced advantage of debt is more important for older firms than for younger ones. To test these hypotheses empirically, we use a cross-section of around 405,000 firms from 35 European countries and 127 NACE three-digit industries. In line with previous research, we find that a firm's debt ratio increases with the corporate tax rate. Further, we observe that older firms exhibit smaller debt ratios than their younger counterparts. Finally, consistent with our theoretical model, we find a positive interaction between corporate taxation and firm age, indicating that the impact of corporate taxation on debt increases over a firm's lifetime.     

Audit Market Response to PCAOB Censures of US Big 4 Firms

Abstract

Subsequent to the first-ever Public Company Accounting Oversight Board (PCAOB) censure of a US Big 4 firm (Deloitte) in December 2007, there were two other PCAOB US Big 4 firm censures as of 2016 year-end. We examine whether these two post-2007 PCAOB censures of US Big 4 firms conveyed new information to the audit market. For both censures, we find little or no evidence of any change in the factual audit quality of the censured firm over a three-year window surrounding the censure. Our findings suggest that the quality control deficiencies (identified during inspection of specific audit engagements) that triggered the PCAOB censure were isolated occurrences rather than systemic to the firm at large, i.e., the censures do not imply an impairment in the US Big 4 firm's overall factual audit quality. We also find that the negative response of investors and audit committees documented in prior research for the 2007 Deloitte censure disappeared for the later US Big 4 firm censures. Given that the PCAOB inspects (and can censure) non-US auditors who audit US-listed foreign companies, our findings are of potential interest to regulators, investors and audit committees outside the US.     

Product and environmental social performance: Varying effect on firm performance

Corporate social performance (CSP) consists of actions in different domains that vary in the information they provide stakeholders, and hence, in their effect on firm performance. To demonstrate this, the authors examine the impact of CSP on firm performance in two areas—the product and the environment, referred to as product social performance (PSP) and environmental social performance (ESP), respectively. PSP has a stronger positive impact on firm performance compared to ESP. The findings using disaggregated measures of PSP and ESP indicate negativity bias in that PSP weakness has a stronger negative impact on firm performance compared to PSP strength. Copyright © 2013 John Wiley & Sons, Ltd.     

Marketing Metrics Use in a Transition Economy: The Case of Vietnam

ABSTRACT

This article explores the use of marketing metrics by a sample of Vietnamese firms, providing an example of the use of marketing metrics in a “transition” economy as it grows and becomes more market and marketing driven. The analysis reports usage frequency and then develops a set of “correlation chains” linking firm characteristics, metric use, and various indicators of performance. Vietnamese managers generally report that several types of metrics are used. Ownership structure and industry also impact which metrics are utilized. An initial assessment of chains relating metric use to firm performance indicates that the impact is complex and indirect.     

The transition from products to solutions: External business model fit and dynamics

This article provides empirical evidence and contributes to theory building concerning business model fit and dynamics in the area of solutions business. Business models are seen in this context as going beyond considerations such as offerings and internal processes or even relationships, and as including network and market considerations. Indeed the paper highlights the fact that a business model is not firm-focused, nor dyad-focused, but rather network-, and even market-focused, demonstrating that a business model is not static, but dynamic. Manufacturer and customer continuously shift form and content of their respective business models to adapt both to the needs of the counterpart and to market context. A qualitative case study approach is adopted, with subsequent content analysis. The case study relates to the aerospace industry with focus on a complex engineering firm, one of the largest aircraft manufacturers in the world, its customer — a national airline — and their network partners of various kinds. The data were collected through multiple face-to-face interviews with managers in both companies, as a part and parcel of a network of actors that influences and is influenced by the supplier–buyer relationship. Relationships over time between these firms and network partners are described, highlighting the interplay of products and services related to the provision of solutions. Findings highlight the dynamic nature of business models over the relationship lifecycle between supplier and customer in a complex engineering environment, and the need for reciprocal adjustment of models.