股权结构与公司绩效——相对托宾Q视角下的实证研究

借鉴有关股权结构与公司绩效的研究成果,对股权结构与公司绩效关系作出一定的基本假设,再从相对托宾Q的角度对这一关系进行的实证研究表明,国有股比例、法人股比例与公司绩效呈“U”型关系,流通股比例与公司绩效呈显著性负相关,同时股权集中度与公司绩效呈显著性正相关。这一研究结论对优化我国上市公司股权结构,进而改善公司绩效具有重要的启示意义。     

Co-evolution of politics and corporate governance

In the OECD countries, there exists a negative cross-country correlation between an economy's degree of employment protection and its degree of corporate ownership dispersion. One explanation is that employees’ political rights influence corporate governance: systems characterized by strong employees’ rights tend to be balanced by strong and concentrated owners. In this approach, the separation between ownership and control is only possible when unions and social democratic parties are sufficiently weak. In this paper we argue that causation runs also in the opposite direction (from strong concentrated ownership to strong employees’ protection) and leads to multiple equilibria characterized by alternative co-evolution paths of politics and corporate governance. To empirically assess our theoretical arguments we estimate a simultaneous equation model for workers rights’ protection and corporate ownership structure determination by three-stage least squares in a sample of 21 OECD countries. We conclude by arguing that the relative relevance of each flow of causation has important economic policy implications.     

Industry and ownership structure

The paper examines the relationship between main industry and corporate ownership structures using a unique database covering the 100 largest companies in each of 12 European countries. The predictive power of economic ownership theory is tested and generally supported. We find evidence that industry affiliation has a significant effect on ownership structure after controlling for national differences. The industry effect is found to be related to differences in firm size, industry growth, earnings volatility, capital, and research intensity.     

The legal profession of China in a globalized world: innovations and new challenges

ABSTRACT

The legal profession is undergoing fundamental changes; and this is the case not just in established legal markets. Based on a state-of-the-art sketch, this paper identifies and analyzes the latest innovation initiatives and alternative business models in China’s legal profession. It finds that, propelled by market demands and benefiting from technological advancements, the provision of legal services has become highly versatile today, giving rise to various alternative service providers, especially the rapidly rising online legal service portals. Because they are technically not law firms, the exclusivity requirements on lawyer ownership and legal service provision are not applicable to them. In the meantime, the competition for large corporate clients and lucrative business transactions is fierce and will continue to be so, not only within the club of big Chinese corporate law firms, but also between Chinese law firms and international law firms globally. In this course, some leading big corporate law firms in China are observed to have creatively incorporated key corporate features in running their business and compensating their partners, effectively deviating from the partnership?+?pure legal services regulation. Such market realities question the necessity and effect of the regulatory restrictions on law firm legal form and ownership structure, and call for an agenda for related research in the future.     

Board composition and corporate governance–A multivariate analysis of listed Danish firms

The article conducts a multivariate analysis using a sample of listed Danish firms in order to examine what describes board composition. This issue also relates to corporate law that stipulates the legal boundaries of board composition. In recent years, several European countries, including Denmark, have issued various codes for good corporate governance, in the form of soft law. Such initiatives have been launched, even though the questions of what describes board composition, as well as, the legal profession's influence on board structure, have not been fully uncovered. This study shows that four factors explain Danish board structure. These factors can be interpreted by the following dimensions; the lawyer oriented, the business person oriented, the internationally oriented and finally the traditionally oriented board. Thus, the paper shows that a higher proportion of insider ownership increases the first dimension, whereas a higher remuneration increases the business person orientation of the board. If firm size increases, the international dimension of the board increases and if a firm experiences less growth board structure becomes more traditional. classification G32 . K22     

Firm Risk Management in the Face of Product Liability Rules*

This paper addresses the issue of corporate risk management strategies in dealing with products liability law. It views risk management as the dependent variable. How do attributes of the firm and of the law of products liability influence the risk management practices of the corporation? Drawing on the work of Oliver Williamson and others, the paper views the firm as a boundedly rational organization that must devote significant resources in monitoring and controlling its agents. This is especially costly in an environment where the measure of adequate performance (i.e. the design, manufacturing and marketing of a non-defective product) is uncertain and where the criteria used by legal actors (judges and juries) to judge product defectiveness, may vary substantially from the criteria used by the firm's engineers and scientists. Both the costs of control and the level of legal uncertainty are variables. Together they combine to shape a firm's risk management strategy.     

Recent developments in German corporate governance

This paper provides an overview of the German corporate governance system. We review the governance role of large shareholders, creditors, the product market and the supervisory board. We also discuss the importance of mergers and acquisitions, the market in block trades, and the lack of a hostile takeover market. Given that Germany is often referred to as a bank-based economy, we pay particular attention to the role of the universal banks (Hausbanken). We show that the German system is characterised by a market for partial corporate control, large shareholders and bank/creditor monitoring, a two-tier (management and supervisory) board with co-determination between shareholders and employees on the supervisory board, a disciplinary product–market, and corporate governance regulation largely based on EU directives but with deep roots in the German codes and legal doctrine. Another important feature of the German system is its corporate governance efficiency criterion which is focused on the maximisation of stakeholder value rather than shareholder value. However, the German corporate governance system has experienced many important changes over the last decade. First, the relationship between ownership or control concentration and profitability has changed over time. Second, the pay-for-performance relation is influenced by large shareholder control: in firms with controlling blockholders and when a universal bank is simultaneously an equity- and debtholder, the pay-for-performance relation is lower than in widely held firms or blockholder-controlled firms. Third, since 1995 several major regulatory initiatives (including voluntary codes) have increased transparency and accountability.     

Ownership structure, regulation and the market for corporate control in the EU banking sector

This paper analyzes the efficiency of shareholder control and hostile takeovers as corporate governance mechanisms in the EU banking sector against the background of the existing corporate governance regulations and different ownership structures of banks in the EU. The results indicate the there is trade-off in EU corporate governance regulation between better investor protection and a higher efficiency of the market for corporate control. The main problem is differences in the ownership structure of banks in the EU banking sector. This implies that EU corporate governance regulations should be customized to the specific ownership structure of banks and not toward harmonising national regulations.     

Three Principles of Transnational Corporate Bankruptcy Law: A Review

Abstract: After having discussed the weaknesses of the universalist and territorialist approaches to transnational corporate bankruptcy law, this article argues that a free‐choice régime could combine the advantage of ex post value maximisation of the firm's assets with a comparatively higher degree of ex ante predictability to investors. In addition, it could lead to a better alignment between corporate ownership structures and corporate bankruptcy régimes. Moreover, a free‐choice régime could potentially open the door for regulatory competition in corporate bankruptcy law. However, EC Regulation 1346/00 on insolvency proceedings implements a system of modified universalism, which allows for strategic ex post forum shopping by debtors while keeping the national legislatures’ monopoly in the field of corporate bankruptcy in place. It is suggested that even though it cannot be predicted that a free‐choice régime will pressure state lawmakers to improve their corporate bankruptcy laws, a system of free choice could redirect the law‐making agenda in the EU by focusing the coordination efforts of lawmakers on those issues—such as security interests in property and statutory priority rights—which could negatively affect the proper functioning of the Internal Market, while enabling Member States to customise corporate bankruptcy laws to local preferences and needs.     

State ownership and control in the Czech Republic

We analyze the extent of the integrated control of the state over privatized firms during the post-privatization decade (1995?C2005) in the Czech Republic. During this period the integrated control potential of the state resembled a corporate pyramid. While pyramidal control was not fully utilized, the golden share in the hands of the state substantially enhanced its ability to control firms. In terms of corporate performance we show that state control resulted in declining and even negative corporate performance. Integrated state control was shown to be mostly inferior when compared with private types of ownership. State ownership positions are in striking contrast with the lack of capacity to push corporate performance in order to collect larger tax volumes. Lack of focus and inter-agency cooperation as well as the simple inefficiency of the state bureaucracy are the most likely reasons behind our findings.     

我国公有权制度的物权法构建

国家所有权物权法构建的基本问题,是由谁来代表国家行使所有权及其与国有财产占有或使用者之间的关系问题。对此,应当在承认法人所有权的基础上通过确定国家的出资人地位加以解决。集体所有权的物权法构建,应当否定其作为一种独立所有权的形态,在正确认识所谓集体财产或集体所有权真实性质的基础上,恢复其共有或私有的本质,甚至可以对一定的集体所有划归为国家所有即真正意义上的公有,并按传统物权法所有权制度的一般原理对其作出具体规制。     

Attribution in Company Law

In Bilta (UK) Ltd (in liquidation) v Nazir (No 2), the Court of Appeal held that the ex turpi causa defence was inapplicable by refusing to attribute the fraud of the directors and the sole shareholder to the company in connection with the company's claim against them and third party co‐conspirators. It is significant that the court has not only clarified the law in relation to attribution, but it did so by rejecting the majority's reasoning and endorsing the dissenting judgment in the House of Lords decision in Stone & Rolls (in liquidation) v Moore Stephens (a firm). This article evaluates the decision in Bilta by critically examining the fundamental principles and policies that apply to the three distinct circumstances under which corporate attribution should or should not take place.     

Corporate Financial Performance and the Use of Takeover Defenses

This paper tests the hypothesis that the threat of a contested takeover improves corporate performance. This is done by a cross-sectional analysis of listed Danish firms with and without effective takeover defenses. Takeover defenses adopted by Danish firms mainly consist of dual class voting rights often in combination with foundation ownership. Using simultaneous equation estimation to deal with the problem of causation, the results show that unprotected firms do not outperform protected firms. This suggests that management in unprotected firms are disciplined by other corporate governance mechanisms than the market for corporate control, including the legal protection of shareholders.     

股东表决权:公司所有与公司控制的连接点

美国学者Berle和Means于1932年系统地分析了在公众公司中存在的公司所有与公司经营相分离的现象后,在经济学和公司法学中都产生了重大的影响。根据该理论,在公众公司中的股东对经营层失去了控制,表决权也没有任何意义了。对此,基于所有权结构的有效性分析,本文认为股东对管理层并没有失去控制,而是由某一个或者几个大股东控制着公司。在两权分离过程中,表决权扮演着极为重要的角色,它是公司所有与公司经营的连接点。它不但维系和控制着公司所有者与经营者的关系,还是不同股东之间争夺公司控制权的工具,是控制股东对中小股东进行控制的工具。为了顺应这一工具主义趋势,表决权与股份之间出现了分离倾向的同时,表决权本身也出现了客体化趋势,在表决权的救济上也已经从损害赔偿为主的救济方式走向了撤销公司决议为主。     

我国上市公司股权集中模式下的股权制衡问题——兼议大小非解禁带来的股权结构转型契机

实证分析表明,大小非解禁虽然已持续近两年的时间,但我国上市公司现阶段的股权结构总体上仍呈现出高度集中的特点。然而,变革中的市场、法律和政治所形成的合力将推动我国上市公司的股权结构总体上从高度集中模式向相对集中模式逐渐转型。我国上市公司现阶段高度集中的股权结构阻碍了公司内部治理机制以及市场机制作用的有效发挥,引发了较为严重的公司治理问题,股权结构的转型为公司治理问题的缓解提供了契机。相对集中的股权结构有多种类型,比较而言,既有控股股东又有制衡股东的股权结构更有助于改善公司治理绩效,因此,它应当成为大小非解禁过程中政策引导的目标。     

The changing of the guard: Top management characteristics, organizational strain, and antitrust offending

From within an organizational strain perspective, this paper examines the effects of managerial succession, CEO background, decentralized management, and product dominant strategies on the reported corporate antitrust offending levels of 43 basic manufacturing companies over a 22-year period. In the aggregate, findings suggest that past illegal involvement predicts future offending; companies headed by finance and administrative CEOs have higher offending levels than do firms headed by CEOs from other backgrounds; a turnover in top management generally decreases offending levels; the pursuit of product dominant strategies increases the number of anticompetitive acts; and offending levels are unrelated to whether new leaders are recruited from within or outside the firm, whether the CEO is also Chair of the Board of Directors, or whether management is centralized or decentralized. The effects of some variables on corporate offending interact with firm performance.     

R&D subsidy games: a cost sharing approach vs. reward for performance

This paper investigates government subsidy games for private sector research and development (R&D) in a two-country two-firm intra-industry trade model. Two funding structures are compared: ??cost sharing?? vs. ??reward for performance.?? Both the theoretical evidence and the results of a Monte Carlo simulation suggest that cost sharing is associated with higher social surplus and quality improvement because it prompts the firm to do more R&D. In a cost sharing program government and firm R&D are always complements. In the reward for performance program government and firm R&D may be complements, but are usually substitutes. In the Monte Carlo results the average firm contribution to R&D expenditure is actually negative with a reward for performance funding structure??raising the question of whether it might be construed as corporate welfare. Finally, the paper characterizes funding priorities for both structures in the case when subsidy dollars are scarce and when they are not.     

DETERRING CORPORATE CRIME*

Using event history analysis, we examine the recidivism patterns of a sample of 38 corporations charged with one or more serious antitrust violations between 1928 and 1981 to see whether sanction experience decreases the likelihood of a firm's reoffending. Specifically, we analyze the effects of procedure type (e.g., civil, criminal, and administrative redress) and proxy measures of corporate deterrence while controlling for changes in antitrust law and the economic conditions of the firm, industry, and general economy. Though not robust, there is some evidence that past guilty verdicts and changes in penalties for lawbreaking from misdemeanors to felonies inhibit recidivism. We note, however, that industry characteristics are stronger by far in their effects on future illegality than formal sanction risk or consequence. The implications of these findings for organizational deterrence and corporate crime control are discussed.