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Shareholder Conflicts and Dividends 股东冲突与股利
Pub Date : 2017-09-12 DOI: 10.2139/ssrn.3039401
J. Bērziņš, Øyvind Bøhren, Bogdan Stacescu
We examine how dividend policy is used to mitigate potential conflicts of interest between majority and minority shareholders in private Norwegian firms. The average payout is 50% higher if the majority shareholder’s equity stake is 55% (high conflict potential) rather than 95% (low conflict potential). Such minority-friendly payout is also associated with higher subsequent minority shareholder investment. These results suggest that controlling shareholders voluntarily use dividends to reduce agency conflicts and build trust, rather than opportunistically preferring private benefits to dividends. We show that our results are unlikely to arise from liquidity or signaling motives.
我们研究股利政策是如何被用来缓解挪威私人公司的大股东和小股东之间的潜在利益冲突的。如果大股东的股权为55%(高冲突可能性),而不是95%(低冲突可能性),平均派息会高出50%。这种对少数族裔友好的派息还与随后少数族裔股东的投资增加有关。这些结果表明,控股股东自愿使用股息来减少代理冲突和建立信任,而不是机会主义地倾向于私人利益而不是股息。我们表明,我们的结果不太可能来自流动性或信号动机。
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引用次数: 20
Knocking at the Boardroom Door: A Transatlantic Overview of Director-Institutional Investor Engagement in Law and Practice 敲开董事会的门:跨大西洋董事机构投资者参与法律和实践的概况
Pub Date : 2017-09-06 DOI: 10.2139/SSRN.3044278
G. Strampelli
Under the current context of (re)concentrated ownership, institutional shareholders are expected to play a more active role in corporate settings in making managers more accountable and urging them to favour a long-term view. Calls from institutional investors for engagement with the board have grown and private dialogue with directors is now an important instrument of institutional investor activism. In spite of this favourable trend, director-shareholder dialogue is still problematic. Public disclosure and insider trading rules set legal constraints on board-shareholder engagement. However, the reach of these constraints should not be overstated, as they do not appear to ban outright all private dialogue between directors and shareholders. In this regard, recommendations within corporate governance and stewardship codes, and from practitioners, have played a major role in developing a practical framework for director-shareholder dialogue that seeks to prevent the violation of insider trading and public disclosure rules, and to make dialogue more effective. Against this backdrop, this article will provide a comparative transatlantic overview of recent developments in the area of director-institutional shareholder dialogue in the US and in Europe with the aim of assessing the effective reach of legal constraints on board-shareholder dialogue under current legislation, and considering some practical solutions offered by corporate governance and stewardship codes that could facilitate board-shareholder engagement and enhance its effectiveness.
在当前(重新)集中所有权的背景下,机构股东有望在企业环境中发挥更积极的作用,使管理人员更负责任,并敦促他们倾向于长期观点。机构投资者要求与董事会接触的呼声越来越高,与董事的私下对话现在已成为机构投资者行动主义的重要手段。尽管出现了这种有利趋势,但董事-股东对话仍然存在问题。公开披露和内幕交易规则对董事会与股东的接触设置了法律约束。然而,这些限制的范围不应被夸大,因为它们似乎并未完全禁止董事与股东之间的所有私人对话。在这方面,公司治理和管理守则内的建议以及从业人员的建议在制定董事-股东对话的实用框架方面发挥了重要作用,该框架旨在防止违反内幕交易和公开披露规则,并使对话更有效。在此背景下,本文将对美国和欧洲董事-机构股东对话领域的最新发展进行跨大西洋的比较概述,目的是评估当前立法对董事会-股东对话的法律约束的有效范围,并考虑公司治理和管理法规提供的一些切实可行的解决方案,这些解决方案可以促进董事会-股东参与并提高其有效性。
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引用次数: 2
The Impact of CEO Regulatory Focus on the Adoption of Management Control Systems in Early-Stage Firms 首席执行官监管焦点对早期公司采用管理控制系统的影响
Pub Date : 2017-08-18 DOI: 10.2139/ssrn.3022367
Jennifer M. Cainas
Regulatory focus theory suggests that individuals tend to self-regulate through either a promotion focus or a prevention focus. A promotion-focused individual has an eagerness strategy, concerned with advancement and growth. A prevention-focused individual has a vigilance strategy, concerned with security and stability. I examine how the CEO’s regulatory focus impacts the mean adoption time of a formalized management control system (MCS) for early-stage firms. I posit that promotion-focused CEOs adopt MCS faster than prevention-focused CEOs, although the difference in adoption rate will be eliminated by the presence of outsider funding (equity or debt). I test the hypothesis using data from a field survey that resulted in a 2 x 2 between-subjects design. As predicted, there is no difference in the mean adoption time for promotion and prevention-focused CEOs when outsider funding is present, suggesting outsider funding mitigates a prevention-focused CEO’s cautious tendency when allocating resources to implement new control systems.
调节焦点理论认为,个体倾向于通过促进焦点或预防焦点进行自我调节。注重晋升的人有积极的策略,关心进步和成长。一个注重预防的人有一个关注安全和稳定的警惕策略。我研究了首席执行官的监管焦点如何影响早期公司正式管理控制系统(MCS)的平均采用时间。我认为,以促进为重点的ceo比以预防为重点的ceo更快地采用MCS,尽管采用率的差异将被外部资金(股权或债务)的存在所消除。我使用来自实地调查的数据来检验这一假设,结果是受试者之间的设计为2 × 2。正如预测的那样,在外部资金存在的情况下,以促进和预防为重点的CEO的平均采用时间没有差异,这表明外部资金减轻了以预防为重点的CEO在分配资源实施新控制系统时的谨慎倾向。
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引用次数: 0
Symposium Article: The Myth of the Ideal Investor 研讨会文章:理想投资者的神话
Pub Date : 2017-08-05 DOI: 10.2139/ssrn.3165630
Elisabeth de Fontenay
Critiques of specific investor behavior often assume an ideal investor against which all others should be compared. This ideal investor figures prominently in the heated debates over the impact of investor time horizons on firm value. In much of the commentary, the ideal is a long-term investor that actively monitors management, but the specifics are typically left vague. That is no coincidence. The various characteristics that we might wish for in such an investor cannot peacefully coexist in practice. If the ideal investor remains illusory, which of the real-world investor types should we champion instead? The answer, I argue, is none. The corporate finance ecosystem evolves at such a rapid pace that interventions specifically designed to encourage particular types of investors are increasingly likely to be ineffective or even counterproductive: we are destined to place our bets on the wrong horse, time and again. To illustrate the difficulty, this Article briefly sketches the evolution of three types of shareholders frequently advanced as exemplars based on their time horizons: major mutual fund groups, activist hedge funds, and private equity funds. Based on their behavior to date, there is little support for policies aimed either at favoring or penalizing such investors’ participation in the capital markets generally, and corporate governance specifically.
对特定投资者行为的批评通常会假设一个理想的投资者,所有其他投资者都应该与之比较。在关于投资者时间跨度对公司价值的影响的激烈辩论中,这种理想投资者占据了突出地位。在许多评论中,理想的情况是成为一名积极监督管理层的长期投资者,但具体细节通常都含糊其辞。这并非巧合。我们可能希望在这样一个投资者身上看到的各种特征,在实践中是无法和平共处的。如果理想的投资者仍然是虚幻的,那么我们应该转而支持现实世界中的哪一种投资者?我认为,答案是没有。企业融资生态系统的发展速度如此之快,以至于专门为鼓励特定类型的投资者而设计的干预措施越来越有可能无效,甚至适得其反:我们注定要一次又一次地押错赌注。为了说明这一困难,本文简要概述了三种类型股东的演变,这些股东经常根据其时间范围作为范例:主要共同基金集团、激进对冲基金和私募股权基金。根据他们迄今为止的行为,几乎没有人支持旨在支持或惩罚此类投资者参与资本市场,特别是公司治理的政策。
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引用次数: 4
Antitrust for Institutional Investors 机构投资者反垄断
Pub Date : 2017-07-01 DOI: 10.2139/ssrn.2998296
Edward B. Rock, D. Rubinfeld
With the increasing concentration of shares in the hands of large institutional investors, combined with greater involvement in corporate governance, the antitrust risk of common ownership has moved to center stage. Through an excess of enthusiasm, portfolio managers could end up exposing their firms and the portfolio companies to huge antitrust liability. In this Article, we start from basic antitrust principles to sketch out an antitrust compliance program for institutional investors and for the investor relations groups in portfolio companies. In doing so, we address the fundamental antitrust issues (explicit and tacit coordination) raised by the presence of common ownership by large, diversified investors. We then turn to more speculative concerns that have garnered a great deal of attention and that, to our eyes, threaten to divert attention from the core antitrust issues. We critically examine the claims of this newer literature, as illustrated by Azar, Schmaltz and Tecu (2017), that existing ownership patterns in the airline industry results in substantially higher prices. We then turn to the argument in Elhauge (2016) that existing ownership patterns violate Section 7 of the Clayton Act. Finally, we find the policy recommendations of Posner, Scott Morton, and Weyl (2017) to limit the ownership shares of multiple firms in oligopolistic industries to be overly stringent. To limit the chilling effect of antitrust on the valuable role of institutional investors in corporate governance, we propose a quasi “safe harbor” that protects investors from antitrust liability when their ownership share is less than 15 percent, the investors have no board representation, and they only engage in “normal” corporate governance activities.
随着大型机构投资者手中的股份越来越集中,再加上更多地参与公司治理,共同所有权的反垄断风险已经成为人们关注的焦点。由于过度的热情,投资组合经理可能最终使他们的公司和投资组合公司面临巨大的反垄断责任。在本文中,我们从反垄断的基本原则出发,为机构投资者和投资组合公司的投资者关系团队制定了反垄断合规计划。在此过程中,我们解决了大型多元化投资者共同所有权所带来的基本反垄断问题(明确和隐性协调)。然后,我们转向更多的投机性问题,这些问题已经引起了大量关注,在我们看来,它们可能会转移人们对核心反垄断问题的关注。正如Azar、Schmaltz和Tecu(2017)所阐述的那样,我们批判性地审视了这些新文献的观点,即航空业现有的所有权模式导致价格大幅上涨。然后,我们转向Elhauge(2016)的论点,即现有的所有权模式违反了《克莱顿法》第7条。最后,我们发现Posner、Scott Morton和Weyl(2017)限制寡头垄断行业中多家公司的所有权份额的政策建议过于严格。为了限制反垄断对机构投资者在公司治理中的重要作用的寒蝉效应,我们提出了一个准“安全港”,当投资者的所有权份额低于15%,投资者没有董事会代表,并且他们只参与“正常”的公司治理活动时,保护投资者免受反垄断责任。
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引用次数: 27
Mutual Monitoring and Agency Problems 相互监督和代理问题
Pub Date : 2017-05-04 DOI: 10.2139/ssrn.1760579
Zhichuan Frank Li
The classic agency literature including Jensen and Meckling (1976) and many other theory papers suggests mutual monitoring between top executives can mitigate agency problems. In this framework, I empirically test whether the number two executive in a firm could possibly mitigate the agency problems of the CEO. While CEO has always been the focus in corporate finance, little has been done on the No. 2 executive. This paper promotes a comprehensive understanding of this group of executives and their important roles in mutual monitoring. The analysis yields four classes of results: (1) mutual monitoring improves firm value; (2) the effect is stronger for firms with weaker corporate governance or CEO incentive alignment, and (3) more important in the post-SOX environment; (4) mutual monitoring reduces the CEO's ability to pursue "quiet life" but has no effect on "empire building." The results suggest that the board should encourage mutual monitoring, as a supplement to board direct monitoring, to mitigate agency problems.
包括Jensen和Meckling(1976)在内的经典代理文献和许多其他理论论文表明,高管之间的相互监督可以缓解代理问题。在这个框架下,我实证检验了公司的二号高管是否有可能缓解首席执行官的代理问题。虽然首席执行官一直是企业融资的焦点,但对二号高管的关注却很少。本文促进了对这组执行人员及其在相互监督中的重要作用的全面理解。分析得到四类结果:(1)相互监控提高了企业价值;(2)对于公司治理或CEO激励一致性较弱的公司,这种效应更强;(3)在后sox环境中更为重要;(4)相互监督降低了CEO追求“安静生活”的能力,但对“帝国建设”没有影响。结果表明,董事会应鼓励相互监督,作为董事会直接监督的补充,以减轻代理问题。
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引用次数: 10
Do Locally-Based Independent Directors Reduce Corporate Misconduct? 本地独立董事能减少公司不当行为吗?
Pub Date : 2017-04-12 DOI: 10.2139/ssrn.2897914
Claire Deng, K. Kanagaretnam, Zejiang Zhou
We explore the influence of the localness of independent directors on Chinese listed firms' fraudulent and non-compliant practices. We are motivated by the dynamics between monitoring and favoritism—the moving parts driving the association between geographic proximity and monitoring outcomes. In our analysis of A-share listed firms in China between 2007 and 2013, we find that local independent directors at both the provincial and the city-levels reduce the frequency and magnitude of the misconduct by listed firms. Furthermore, the monitoring effect is stronger for independent directors who are in the same province/different city than those in the same province/same city, which suggests that while the monitoring effect of localness remains constant, the favoritism effect is stronger for independent directors who reside in the same city. We also find that political connections negatively moderate the effect of local independent directors' monitoring function, especially with non-state-owned firms. Data Availability: All data are available from public databases and annual reports of listed firms identified in the paper, except for the CSMAR data, which are available from the company upon request.
本文探讨了独立董事的地域性对中国上市公司欺诈和不合规行为的影响。我们的动机是监控和偏袒之间的动态关系——驱动地理邻近性和监控结果之间联系的移动部分。在对2007 - 2013年中国a股上市公司的分析中,我们发现省级和市级的地方独立董事都降低了上市公司不当行为的频率和程度。此外,在同一省/不同城市的独立董事的监督效果比在同一省/同一城市的独立董事的监督效果更强,这表明在地方性的监督效果不变的情况下,在同一城市的独立董事的偏袒效应更强。我们还发现,政治关系负向调节地方独立董事监督职能的效果,特别是对非国有企业。数据可得性:除CSMAR数据外,所有数据均可从公开数据库和本文确定的上市公司年报中获得,CSMAR数据可应要求向公司提供。
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引用次数: 3
Do the FASB's Standards Add Shareholder Value? 美国财务会计准则会增加股东价值吗?
Pub Date : 2017-04-05 DOI: 10.2139/ssrn.2947463
U. Khan, Bin Li, Shivaram Rajgopal, M. Venkatachalam
ABSTRACT: We examine the cost-effectiveness, from the shareholders' perspective, of the accounting standards issued by the FASB during 1973–2009. We evaluate (1) the stock market reactions of firms affected by the standards surrounding events that changed the standard's probability of issuance; and (2) whether the market reactions are related, in the cross-section, to agency problems, information asymmetry, proprietary costs, contracting costs, and changes in estimation risk. The average standard is a non-event from the investors' perspective because 104 of the 138 standards examined are associated with no change in shareholder value. Nineteen (15) standards are associated with a decrease (increase) in shareholder value. Surprisingly, 25 standards are associated with an increase in estimation risk. In the cross-section, firms with higher levels of information asymmetry, lower contracting costs, and a decrease in estimation risk experience most positive returns.
摘要:本文从股东的角度考察了美国财务会计准则委员会(FASB) 1973-2009年间发布的会计准则的成本效益。我们评估了(1)受标准事件影响的公司的股票市场反应,这些事件改变了标准的发行概率;(2)在横截面上,市场反应是否与代理问题、信息不对称、专有成本、合同成本和估计风险的变化有关。从投资者的角度来看,平均标准是无关紧要的,因为138个标准中有104个与股东价值没有变化有关。19(15)项标准与股东价值的减少(增加)有关。令人惊讶的是,25个标准与评估风险的增加有关。在横截面上,信息不对称程度越高、契约成本越低、估计风险越低的企业获得的正收益最多。
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引用次数: 58
Related Investing: Corporate Ownership and Capital Mobilization During Early Industrialization 关联投资:工业化早期的企业所有权与资本动员
Pub Date : 2017-01-01 DOI: 10.3386/W23052
B. Khan
Scholars engage in extensive debate about the role of families and corporations in economic growth. Some propose that personal ties provide a mechanism for overcoming such transactions costs as asymmetrical information, while others regard familial connections as conduits for inefficiency, with the potential for nepotism, corruption and exploitation of other stakeholders. This empirical study is based on a unique panel dataset comprising all of the shareholders in a sample of early corporations, including information on such characteristics as gender, age, occupation, household composition, real estate holdings and personal wealth. Related investing was widespread among directors and elite shareholders, but was also pervasive among women and small shareholders. Personal ties were especially evident among ordinary investors in the newer, riskier ventures, and helped to ensure persistence in shareholding. “Outsider investors” were able to overcome a lack of experience and information by taking advantage of their own networks. The link between related investing and the concentration of ownership in these corporations suggests that this phenomenon was likely associated with a reduction in perceptions of risk, especially beneficial for capital mobilization in emerging ventures. These patterns are consistent with a more productive interpretation of related investing and its function in newly developing societies.
学者们就家庭和企业在经济增长中的作用展开了广泛的辩论。一些人提出,个人关系提供了一种机制,以克服信息不对称等交易成本,而另一些人则认为,家庭关系是效率低下的渠道,有可能出现裙带关系、腐败和剥削其他利益相关者。本实证研究基于一个独特的面板数据集,该数据集由早期公司样本中的所有股东组成,包括性别、年龄、职业、家庭构成、房地产持有和个人财富等特征的信息。相关投资在董事和精英股东中很普遍,但在女性和小股东中也很普遍。在较新的、风险较高的企业中,个人关系在普通投资者中尤为明显,这有助于确保持股的持久性。“外部投资者”能够利用自己的网络来克服经验和信息的缺乏。相关投资和所有权集中在这些公司之间的联系表明,这种现象很可能与降低对风险的认识有关,特别有利于新兴企业的资本调动。这些模式与对相关投资及其在新兴发展中社会中的作用的更有成效的解释是一致的。
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引用次数: 3
CEO Age and CEO Gender: Are Female CEOs Older Than Their Male Counterparts? CEO年龄与性别:女性CEO比男性CEO年龄大吗?
Pub Date : 2016-12-30 DOI: 10.2139/ssrn.2891911
Pradit Withisuphakorn, P. Jiraporn
Motivated by the debate on gender inequality, we study CEO gender and CEO age. Because women face significantly more obstacles in advancing their careers, it may take them longer to reach the top position, i.e. the chief executive officer (CEO). If this is the case, female CEOs should be older than their male counterparts on average. Our evidence shows that female CEOs are actually younger on average, approximately two full years younger than male CEOs, after controlling for firm and board characteristics. The two-year difference represents as much as 26% of the standard deviation in CEO age.
受性别不平等争论的启发,我们研究了CEO性别和CEO年龄。由于女性在职业发展中面临更多障碍,她们可能需要更长的时间才能达到最高职位,即首席执行官(CEO)。如果是这样的话,女性首席执行官的平均年龄应该比男性同行大。我们的证据表明,在控制了公司和董事会特征后,女性首席执行官实际上平均比男性首席执行官年轻整整两岁。两岁的差距相当于CEO年龄标准差的26%。
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引用次数: 25
期刊
Corporate Governance: Actors & Players eJournal
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