The Effects of “Going Private” Using Private Equity: The Newly Private Corporation and the Dimensions of Corporate Performance

The trend toward private ownership of corporations prompts a reexamination of the dimensions of corporate performance under a governance system that includes powerful owners and a reduced public presence. Using insights from corporate social responsibility and stakeholder theories and informed by agency theory, we develop a model regarding the performance implications of public corporations going private through the use of private equity. We put forth that in general going private tends to result in greater emphasis on corporate financial performance and in lesser emphasis on corporate social performance (CSP). Yet several variables, including the firm's capitalization, its post‐going‐private exit strategy, and its managerial discretion, are proposed to moderate the negative relationship between going private and CSP.     

民营上市公司股权结构特征分析

本文以2001年末完成上市的112家民营上市公司为研究样本,运用非参数检验、回归分析等统计方法对民营上市公司的股权结构特征进行了实证分析,结果发现,民营上市公司与非民营上市公司股权结构存在显著差异性,并且民营上市公司业绩与股权结构呈非线性关系。     

银行股权关联、银行业竞争与民营企业融资约束

本文以公司参股银行为视角,在行为金融理论、企业组织理论与信贷融资理论相融合的分析框架下,构建基于异质预期的信贷配置模型,探讨了银行股权关联和银行业竞争影响民营企业融资约束的传导机理。以A股民营企业2006~2013年的数据为例,运用Heckman两阶段回归等方法,我们发现:参股银行和提高银行业竞争性均能显著缓解民营企业的融资约束,参股比例越高该效应越强,且两者在缓解融资约束方面存在替代关系。但进一步的分析显示,银行股权关联对资本配置的影响具有两面性:即银行股权关联所带来的融资优势能够减少因资金短缺导致的投资不足,但代理问题的存在也可能导致银行股权关联被部分异化,使其对于资本配置的正向作用减弱甚至被异化为利益寻租的工具。上述结论既丰富了委托代理理论与公司财务理论的相关研究成果,也有助于我们深入理解银行股权关联的"正面效果"和"负面效果"。     

Private equity regulation: a comparative analysis

This article examines the existing contractual arrangements and industry standards in private equity. It shows that investors are, in principle, capable of structuring their particular investments according to their own preferences, there are a range of governance problems and risks that could be potentially hazardous for some classes of investors. We examine the circumstances where existing industry codes and legal tools can be used to address the problems that arise in relation to private equity and buyout activity.     

Is it All About Money? – Affective Commitment and the Difference Between Family and Non‐family Sellers in Buyouts

In this paper we investigate private equity firm perceptions of sellers’ affective deal commitment in buyout transactions. Using a sample of 174 buyouts, we test trust, goal congruence and private equity reputation as potential antecedents of perceived deal commitment. We also examine whether and how different types of sellers, family versus non‐family firms, moderate sources of perceived affective deal commitment. In sum, we find evidence that non‐financial factors play a role in buyouts, particularly for family firm sellers.     

个股情绪、定向增发与大股东利益输送——来自中国A股上市公司的经验证据

识别市场情绪对企业融资行为的影响是公司金融领域的重要话题,但直接测度个股情绪,并分析其如何影响上市公司定向增发行为的实证研究较为匮乏。本文采用“隔夜收益法”度量我国上市公司的个股情绪,以股票日开盘价和收盘价的截面特征变化直接衡量单只股票的情绪值,并细致区分高涨与低迷情绪、强烈与缓和情绪,考察其对上市公司定向增发过程中的增发时机、增发规模和大股东利益输送行为产生的影响。结果发现：上市公司存在利用个股情绪选择增发时机和增发规模的行为,且个股情绪越强烈,上市公司越倾向于进行定向增发和提高增发规模;上市公司大股东存在利用个股情绪调整增发中认购比例的利益输送行为,且个股情绪乐观时大股东倾向于向外部投资者增发股票、悲观时则倾向于向内部投资者增发股票;高价股、小市值和非国有特征的上市公司利用个股情绪选择增发时机、增发规模的行为更为明显,高价股和非国有特征的上市公司利用个股情绪进行利益输送的行为更为明显。本研究对于识别个股情绪在上市公司定向增发过程中的独特作用,及规范企业融资行为和制定投资策略具有重要的理论和现实意义。     

Corporate governance effectiveness along the entrepreneurial process of a family firm: the role of private equity

This paper was motivated by the increasing interest in the corporate governance debate on how effective structure and processes may influence entrepreneurial transitions. Along the entrepreneurial process, little research to date has investigated the exit in the context of entrepreneurial family firms. Previous literature has considered the exit mainly as a failure for entrepreneurial families, but when uncertainties arise this choice may enable ownership transitions, thus facilitating survival and long term strategies. Among the exit options, a private equity buyout may balance the family’s wealth protection and the firm’s future growth. However, which family specific characteristics and strategic needs may affect the exit option still remains a neglected topic. Drawing on corporate governance literature and recent research addressing entrepreneurship in family firms, this paper investigates, by a single case study, the bridging role of private equity buyout for going through entrepreneurial transitions. Findings suggest that a private equity buyout is a governance mechanism that may sustain an entrepreneurial transition by realigning family interests and goals. It may also allow the family commitment for improving organizational capabilities required by an entrepreneurial transition.     

Leverage and the performance of buyouts

In this paper we investigate the effects of debt usage on (risk-adjusted) equity returns in private equity-backed buyout transactions. We use a proprietary data set of more than 700 realized European and North American buyouts acquired between 1990 and 2006 to empirically assess theoretical predictions. Our results show a positive relationship between debt levels and equity returns indicating the return-enhancing effects related to leverage. However, our results also provide evidence that it is possible to ‘over-leverage’ a company, i.e. at very high levels of leverage (debt to total capital of approximately 90%) the increased company default risk outweighs the positive effects related to leverage resulting in decreasing equity returns. On the other side, we find no significant relationship between leverage and risk-adjusted equity returns which implies that the return increase through higher debt ratios comes along with increasing risk. In addition, we show that private equity sponsors successfully conduct debt-equity-arbitrage in times of favorable debt market conditions. This implies that these investors successfully time debt markets.     

控制权私利下的企业资本配置决策研究

基于企业内部资本配置的理论阐释,以固定资产和长期股权的组合投资为研究对象,构建出有无大股东控制下的企业资本配置模型,理论分析控制权私有收益对企业资本配置决策的影响.研究结果表明:大股东的控制权私利行为是导致企业偏离最优资本配置决策的一个重要原因,偏离程度随现金流权与控制权分离度的增大呈非线性变化.该变化趋势主要由固定资产投资收益率和长期股权投资收益率的大小决定.     

Private Equity and Bank Capital Requirements: Evidence from European Firms

Using firm-level data from 16 euro-area countries over 2008–2014, we investigate how the performance of bank-affiliated private equity-backed companies evolves after the European Banking Authority increased capital requirements for their parent banks. We find that portfolio companies connected to exposed banks reduce their level of investment and experience weaker asset growth, employment growth and profitability following the capital exercise. We further show that the effect is stronger for companies likely to face financial constraints. Finally, the findings indicate that the negative effect of the capital exercise is muted when the private equity sponsor is more experienced.     

Notwendigkeit und Instrumente eines ganzheitlichen Risikomanagements für Mittelständler, Gewerbe-treibende und Freiberufler

Zusammenfassung  Bei inhabergeführten Unternehmen besteht eine enge Verknüpfung zwischen privaten und gesch?ftlichen Finanzen. Die isolierte Betrachtung eines der beiden Bereiche führt notwendigerweise zu Fehlsteuerungen. Als Gegenma?nahme muss das Risikomanagement das Zusammenspiel der gesch?ftlichen und privaten Seite des Unternehmens vollst?ndig abbilden. Neben dem Eigenkapital als verm?gensbildender Substanz ist dabei vor allem die private und gesch?ftliche Risikosituation des Unternehmers von zentraler Bedeutung. Die zwischen beiden Bereichen auftretenden Interdependenzen begründen die Notwendigkeit eines ganzheitlichen Risikomanagements. Es zeigt sich, dass neben dem Schutz des Privatverm?gens die integrierte Beratung durch Finanzinstitute von entscheidender Bedeutung bei der Schlie?ung der Lücke in der Eigenkapitalausstattung von Mittelst?ndlern ist.

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Integrated risk management for owner-managed companies — Necessity and instruments

Summary  In owner-managed companies, there usually is a strong connection between private finances and those relating to business. Consequently risk management has to take into full consideration the interaction of private and business matters. Therefore not only equity in its function as risk capital but also the private and business risk situation of the entrepreneur become subjects of major importance. The interdependencies between both problem sets establish the necessity of an integrated risk management. Apart from the protection of private capital the integrated consultation by financial institutions is of crucial importance when it comes to closing the existing gap in the equity endowment of medium-sized businesses.

     

Foreign market knowledge,entry mode choice and SME international performance in an emerging market

This paper examines the mediating role of equity entry mode choice in the relationship between foreign market knowledge (FMK) and international performance of small and medium-sized enterprises (SMEs) originating from emerging markets. In addition, this paper investigates when FMK enhances firms' equity mode choice by considering financial slack as a moderating variable. Using data obtained from 205 SMEs engaged in cross-border activities in Ghana, the results reveal that FMK and international performance relationship is mediated by foreign market equity entry mode choice. The results also suggest that FMK positively relates to SMEs' preference for equity mode for foreign market entry and this relationship is amplified when slack resource is greater. These findings offer theoretical as well as practical implications for SME managers in developing and emerging markets in terms of entry mode decisions.     

Private equity: A review and synthesis

The recent international surge in private equity markets has been accompanied by growing interest in its nature and effects. Private equity involves investment in unquoted companies and includes both early stage venture capital and later stage buyouts. The latter, which have been particularly controversial, are our focus. This paper provides a review of the different theoretical approaches that have been deployed to understand this phenomenon. Thereafter, the findings of a large cross section of empirical studies within a range of different national settings are compared and contrasted. Finally, existing themes emerging from – and gaps in – the existing literature and likely future directions are summarized.     

Investigating investment decisions in equity crowdfunding: The role of projects' intellectual capital

The study aims to investigate the signalling role played by the intellectual capital of entrepreneurial projects towards crowdfunders. The study argues that information on; the intellectual capital of entrepreneurial projects posted on equity crowdfunding platforms can be perceived by external small investors or crowdfunders as signals of the venture's quality and can induce them to invest. By leveraging on the role of signalling theory in the mitigation of information asymmetries, the study argues that the intellectual capital of projects looking for equity crowdfunding is a powerful signal that positively affects the investment decisions of crowdfunders. Three components of entrepreneurial projects' intellectual capital – human, structural, and relational capital – are considered as factors affecting the success of equity crowdfunding campaigns, measured in terms of funding collected and the number of investors. The findings reveal that relational capital positively affects the investment decisions of equity crowdfunders and thus explains the success of equity crowdfunding campaigns. Factors related to human capital and structural capital have a positive impact on investment decisions, but only to a limited extent. This study provides valid implications for entrepreneurs, platform managers, and policy-makers/authorities.     

Equity in Social Risk: Some Empirical Observations

In societal risk analysis the equity of the distribution of risks is often an important consideration owing to the special nature of health risks. We empirically validate some assumptions about equity that have been discussed in the decision analytic literature. Our results show that the way fatalities are distributed throughout a society is considered along with the number of fatalities in evaluating alternative policies involving mortality risks. The concepts of ex ante equity and ex post equity are both shown to be important in judgments of fairness. We next present a decision model based on multiattribute preference theory incorporating the number of fatalities, as well as ex ante equity and ex post equity. When ex ante equity and ex post equity are positively weighted in this fair-risk model , options with more equal risk distributions are ranked higher. Next we empirically show that the distribution of benefits has an impact on judgments of fairness. The fair-risk model does not include information on the benefits distribution, so it would apply when benefits are distributed equally or when the decision maker wishes to not include benefits in the model. We briefly discuss how the notion of proportional equity can incorporate benefits into judgments of the fairness of risk distributions. We then include benefits in a more general model in which fair risk-benefit combinations are those that are exchange equitable. A key implication of this envy-free risk–benefit model is that an unequal distribution of risks may be preferred if it is accompanied by a compensatory differential in benefits consistent with peoples' preference tradeoffs between received benefits and assumed risks. Finally, we discuss how perceived deservedness may influence judgments about equity. We conclude with a discussion of the implications of research on alternative notions of equity for policy makers dealing with social risks.     

CEO Incentives,Takeover Protection and Corporate Innovation

This study examines the effects of CEO equity‐based compensation and anti‐takeover provisions on corporate innovation. Using a large sample of US firms over the period 1996–2014, we find that long‐term incentives have a stronger influence on innovation when combined with takeover threats. We also show that equity‐based compensation is more likely to spur innovation for small firms and firms in industries with high product market competition and innovation pressure. However, this effect is somewhat weaker in the presence of anti‐takeover provisions, suggesting that takeover protection encourages managerial shirking even when external competition is high. Finally, in addition to the existing evidence on the valuation effect of CEO equity‐based compensation, we identify innovation as an important channel through which managerial incentives can enhance firm value. Our results have potential implications for shareholders, managers and policymakers.     

Management Buyouts and Restructuring Japanese Corporations

This article presents the first examination of management and leveraged buyouts as a tool for restructuring Japanese corporations. Using archival research, a survey of private equity firms and management buyouts and case study evidence, this article examines the issues concerning the pressures for change. It studies what factors are facilitating the use of buyouts in the Japanese economy and how buyouts might contribute to the restructuring process. It argues that pressures in Japan are more likely to give rise to revitalising buyouts than buyouts focusing solely on efficiency improvements.     

The management of offshore resources—Some implications of the 200-mile limit

This article examines in depth the strategic implications for those States who have recently declared 200 mile off-shore resource management zones. The authors, in a comprehensive and stimulating paper, examine the implications of so-calling a nation's offshore limit. It is an appropriate name for a nation's offshore limit since the primary reason for many nations declaring a 200 mile limit has been the abundance of resources which have often been found within those limits either in the sea or the sea bed itself. This paper reviews the current background of off-shore resource management and outlines suitable roles for adoption by the coastal States in the management of their off-shore renewable and non-renewable resources. Furthermore, it examines the contentious but nonetheless central issue of the benefits and costs which accrue through coastal state jurisdiction. The authors also examine an appropriate resource management process and the implications of resource use conflicts within the off shore limit as well as defining these conflicts on the basis of ‘stakeholder’ interests and introduces a new concept of the maximization of economic equity amongst competing stakeholders. The problem remains that the measurement of economic equity perhaps leaves the States concerned within a situation of only having defined the problem; the political process has then to deal with any reallocation measures that may be deemed appropriate.     

非对称信息对高新技术企业融资的影响

在技术成果转化的过程中,高新技术企业与投资者之间存在着非对称信息,非对称信息导致的逆向选择和道德风险使高新技术企业面临着融资障碍.本文详细分析了高新技术企业技术成果转化过程中的非对称信息对高新技术企业融资的影响,论证了私人权益资本市场中的机构投资者能够克服技术成果转化过程中非对称信息,满足其资金需求.     

ON THE COST OF NEW ISSUES OF COMMON STOCK: AN AMENDMENT TO THE CONSTANT GROWTH MODEL

Expansion decisions by corporate managements are importantly influenced by their perceptions of the firm's cost of capital and especially the cost of common equity. Their decision making is then influenced by the common perception that new issues of common stock are more costly than retained earnings because of the flotation costs inherent in new issues. Thus a rate of expansion that requires new issues is downgraded in decision making. In this paper the authors show that in actuality new issues of common equity may be less costly than retained earnings. Thus different decision-making implications are clearly involved.