Process matters—The relevance of the decision making process for divestiture outcomes

We apply strategic decision making and organizational change theory to corporate divestitures and argue that key characteristics of the divestiture decision making process can contribute to explaining the variation in divestiture outcomes. We test our hypotheses in an empirical multi-source quantitative study and find evidence that analytical comprehensiveness in the evaluation of divestiture effects on the corporate portfolio has a positive impact on the effectiveness of divestiture choices, but analytical comprehensiveness at the focal business unit (BU) level does not enhance decision effectiveness. Our results further indicate that involvement of the affected BU management has a varying impact during the decision making process, with negative effects during the early phase and positive effects in the later phase.     

To Divest or not to Divest: A Meta‐Analysis of the Antecedents of Corporate Divestitures

Corporate divestitures have been identified as important strategic actions with a positive impact on firm performance. Yet, what is still missing in the strategic management literature is an integrative framework that quantitatively synthesizes the relative impact of various antecedents to divestitures, and theoretically reconciles the multitude of theories underlying divestiture research. To fill this gap, the author conducts a meta‐analysis (based on a sample of 35 studies) and develops four broad categories of determinants: corporate governance; firm strategy; performance; and industry environment. Evidence is found that divestitures are driven mainly by prior divestment experience, structural factors (firm size and firm diversification) and weak unit performance. In addition, the relative predictive validity of several theoretical perspectives on divestment decisions is assessed.     

市场化进程、产权配置与上市公司资产剥离业绩——基于同属管辖交易视角的研究

本文以2004-2005年沪深A股上市公司资产剥离事件为研究对象,基于同属管辖交易的独特视角,从市场化进程差异、资产剥离同属管辖交易以及企业产权配置三个方面探讨对上市公司资产剥离业绩改进的影响.研究发现,市场化程度越高、地方政府干预越少,上市公司资产剥离后的业绩越好.但是,如果资产剥离交易双方同属地方政府管辖,则对上市公司的业绩具有显著的负面影响.进一步的研究发现,地方政府控制的产权生质对上市公司资产剥离后业绩改进产生负面影响,非政府控制的产权性质则有显著的正面促进作用.     

Effect of the board of directors and the audit committee on firm performance: a panel data analysis

This research examines the relationship between independent directors, the audit committee (AC), and firm performance, taking into account the impact of the chief executive officer’s powers and block shareholders. We use the maximum likelihood estimator, based on agency theory assumptions and cylindered panel data, to examine three models of firm performance. The results show that the independence of the board is reflected clearly by increased economic and equity performance of the firm. However, an AC that is fully independent or meets frequently is associated with lower firm performance. Unlike pension funds, institutional shareholders can be considered an effective control mechanism in the context of France. Our results development includes advanced explanations for market liquidity and shareholders’ portfolios. The study period ends before the European regulation on ACs came into effect in 2008. This allows for an appreciation of soft law in French corporate governance. It also lets us compare the data with the way firms operate their boards one decade later. The evidence provides useful guidelines on the supremacy of soft law in corporate governance and suggests that the composition and functioning of the board of directors should be moderated based on the firms’ context. The specificity of the cylindered panel data helps to better examine the impact of the board and AC’s independence and functioning in French corporate governance structure.     

International diversification and the market value of new product introduction

Although previous studies on international diversification are plentiful, they mainly focus on the effect of international diversification on overall firm performance, and the results are mixed. This study extends this line of research and explores the impact of international diversification on new product performance. Specifically, we ask if international diversification explains the stock market reactions to new product introduction (NPI) announcements. We find an inverted-U-shaped relationship between international diversification and the announcement returns of NPIs, revealing that the market value of NPIs initially improves and then declines with increasing international diversification. The results also show that intangible assets, such as technological and marketing capabilities, positively moderate the relationship between international diversification and the market value of NPIs. Our study not only highlights the importance of considering both sides of international diversification in affecting investors' assessments of corporate new product strategies, but also shows the possibility of internal capabilities in changing the fixed relationship between international diversification and the market value of new products.     

政府行为、股权安排与公司治理的有效性——基于盈余质量视角的研究

本文以我国2000至2005年期间A股上市公司为研究对象,探讨在政府控制的特殊经济环境下,股权安排对会计盈余质量的影响,试图从会计契约角度对公司治理有效性做出新的诠析。本研究发现,控股股东对盈余质量的影响是非线性的,而第二大股东则对控股股东的壕沟防御效应起到有效的遏制作用。研究还发现,在政府行政干预力度加大和内部人利益侵害行为加剧的双重推动下,国有上市公司财务报告质量将进一步被降低。     

How Opportunistic Culture Affects Financial Performance in Outsourcing Relationships: A Meta-Analysis

Although a substantial body of research has analyzed the overall impact of outsourcing on firm performance measured in shareholder value, a major portion of the between-study variance remains unexplained. Asset specificity related to the outsourcing category (e.g., a business process versus information technology) alone can explain only some of the observed differences in stock market reactions. By integrating insights from transaction cost economics and outsourcing research, we first explain how expected buyer opportunism negatively affects the overall performance of the outsourcing relationship and ultimately, the buyer's own shareholder value. We further argue that this opportunism can be predicted by national culture. We test this hypothesis by applying meta-analytic techniques to compare 4216 outsourcing announcements of firms from 19 cultural backgrounds. The results reveal that an opportunistic culture, represented by a high level of assertiveness combined with a low level of institutional collectivism, is a highly statistically significant predictor of stock market reactions to outsourcing announcements. When further integrating the outsourcing category, the meta-analytic weighted least squares regression becomes a strong predictor of stock market reactions to an outsourcing announcement.     

Corporate governance convergence in Germany through shareholder activism: Impact of the Deutsche Boerse bid for London Stock Exchange

This case study examines the shareholder revolt initiated by a small activist shareholder, which eventually thwarted a takeover bid by Deutsche Boerse for the London Stock Exchange and forced the resignation of two of its highest profile board members. Primarily the case marks the emergence of the Anglo-American style shareholder rights movement in a country that offers only limited power to the shareholders of corporations. In the process it illustrates the mechanisms by which functional convergence of corporate governance regimes can occur long before the legal framework catches up. In Germany, the corporate governance regime requires stakeholder interests to be maximised rather than the sole interests of shareholders. This paper chronicles the shareholder actions that forced the takeover bid to be abandoned and seeks to provide an understanding of the motivations behind the activists’ campaign and the process by which they were able to overcome difficult odds and win their campaign. In this respect, it provides a useful insight into the processes used by relatively small investors to exercise their rights to thwart a takeover offer and topple some powerful corporate executives. Furthermore, the case illustrates how a single issue such as the strategic logic or the value creation potential of a takeover bid can rapidly spiral to become a wider campaign over deeply rooted governance concerns at targeted companies. Event study analysis reveals the stock market reaction to the activists’ intervention. Thirdly, the case sheds light on the importance of communication between management and shareholders especially when corporate decisions of great strategic import, such as a takeover, are being implemented. The globalisation of stock markets is empowering shareholders to assert their rights and their activism is driving corporate governance regimes towards greater convergence and recognition of the primacy of shareholder interests. Overall, the case raises a number of important issues regarding the corporate governance regime in Germany, the challenges posed by overseas investors, and the international convergence of corporate governance regimes. The case further suggests an additional mechanism by which international governance systems can converge functionally towards a common theme even if the form of national regimes remains largely unaltered. Our results are consistent with the institutional theory perspective of coercive isomorphism in adopting the shareholder value paradigm by Deutsche Boerse.     

并购后高管变更、合法性与并购绩效——基于制度理论的视角

并购后的高管变更对于企业的并购绩效具有重要的影响,但目前的研究结论没有取得一致性。本文基于制度理论的视角引入合法性的概念,通过123份并购样本实证分析了并购后高管变更、合法性以及并购绩效之间的关系。研究结果显示:并购后高管变更与并购的外部合法性和内部合法性之间均存在显著的负相关;而外部合法性和内部合法性对于并购绩效具有显著的积极作用。本研究结论对于我国企业的并购后高管变更决策以及如何提升并购绩效具有理论指导意义。     

企业社会责任、媒体报道与股价崩盘风险

理论上企业披露社会责任信息既可能抑制股价崩盘风险,亦可能加剧股价崩盘风险;新闻媒体作为社会责任披露的重要载体在其中既可能弱化也可能强化这种影响,对这些问题的探讨是近年来公司金融领域研究的热点,但学者对当前的研究结果尚存在较多争论。鉴于此,本文首先在理论上导出社会责任披露对股价崩盘风险的双向作用机制,然后引入新闻媒体研究其可能的传导途径。基于我国A股市场所有上市公司2010-2018年面板数据的研究结果显示：上市公司通过披露企业社会责任指数能够显著降低股价崩盘风险;企业履行社会责任会显著增加媒体报道的数量,而媒体报道数量增加能够显著抑制股价崩盘风险,即媒体报道在企业社会责任影响股价崩盘风险的过程中起到中介作用;进一步的拓展研究发现：企业社会责任指数中的股东责任对股价崩盘风险影响最大,而供应商、客户和消费者权益、社会责任的影响不显著;与中性媒体报道相比,正面媒体报道和负面媒体报道的中介作用效果更强。     

最终控制人性质、两权分离度与机构投资者持股——兼论不同类型机构投资者的差异

上市公司所有权与控制权的严重分离会影响其公司价值,进而会影响投资者的投资决策.本文以2004-2007年我国A股上市公司为研究样本,考察了上市公司两权分离状况对机构投资者总体和各类机构投资者持股决策的影响.研究发现,最终控制人所有权比例越高,两权分离度越小时,机构投资者(主要是证券投资基金)持股比例越高;而且两权分离度指标对机构投资者持股决策的影响在最终控制人为非国有性质的企业中表现更为明显.本文的研究结论表明.我国机构投资者总体上能够做到自我利益保护,在投资者保护方面发挥积极的作用,但是这种作用的发挥在各个类型机构投资者中存在显著差异.     

机构投资者、代理成本与公司价值——基于随机前沿模型及门槛回归的实证分析

本文运用随机前沿模型,从代理成本的视角出发,实证检验了以证券投资基金为代表的机构投资者对公司价值的影响。研究结果表明,机构投资者持股对公司价值具有显著正面影响,但同时也表现出明显的“倒L”型特征。基于这一发现,进一步采用Hansen（1999）提出的面板门槛模型,测算了机构投资者对公司价值的影响发生显著结构性变化时的门槛水平,结果表明,当机构持股比例超过大约12%时,机构投资者对公司价值的提升作用会大幅减弱。同时,本文还发现,开放式基金相较于封闭式基金对公司价值的提升具有更加积极的作用。     

Does the Stock Market Gender Stereotype Corporate Boards? Evidence from the Market's Reaction to Directors' Trades

Attitudes towards male and female managers within organizations are well documented, but how the stock market perceives their relative capabilities is less studied. Recent evidence documents a negative short‐run market reaction to the appointment of female chief executive officers and suggests that female executives are less informed than their male counterparts about future corporate performance. These results appear to dispute the stock market value of having women on corporate boards. However, such short‐run market reactions may retain a ‘gender bias’, reflecting the prevalence of negative stereotypes, where the market reacts to ‘beliefs’ rather than ‘performance’. This study tests for such bias by examining the stock market reaction to directors' trades in their own companies' shares, by measuring both the short‐run and longer‐term returns after the directors' trades. Allowing for firm and trade effects, some evidence is found that, in the longer term, markets recognize that female executives' trades are informative about future corporate performance, although initially markets underestimate these effects. This has important implications for research that has attempted to assess the value of board diversity by examining only short‐run stock market responses.     

How do shareholders influence international firms’ environmental strategies? The differential impact of strategic and financial investors

Debates about the drivers of corporate environmental strategy as well as the influence of shareholders on environmental investments have grown exponentially in the last decade. This paper provides a novel perspective on the influence of investors on a firm's environmental strategy by theorizing how the shareholders' orientation may provide different resources for firms to outperform environmental institutional pressures, and further analyzing how foreign market exposure moderates this relationship. Our results, produced from a longitudinal sample of 2237 observations between 2007 and 2017 from 276 US firms in 11 industries, show that having a higher percentage of strategic shareholders positively drives firms' environmental proactivity. Meanwhile, having a higher percentage of financial shareholders is positively related to firms' environmental proactivity only at high levels of foreign market exposure, but is negatively related at low levels. Our results contribute to the ownership and environmental strategy literature by delimitating the different influences of strategic and financial investors on firms' environmental strategy and making a bridge between institutional and resource-based perspectives.     

Corporate governance and the market reaction to stock repurchase announcement

This paper investigates the effect of corporate governance on market reaction around of a stock repurchase announcement. We argue that corporate governance affects the ability of a stock repurchase to alleviate agency costs related to free cash flows, and the credibility of the undervaluation signal sent by the announcement of buyback programs. We find a higher 3-day cumulative abnormal return to programs announced by firms with better corporate governance practices than those with bad governance (1.6% and 0.85% respectively), and the market reaction is significantly higher following the successive scandals in year 2001 (Enron, Arthur Anderson, WorldCom??) and the resulting Sarbanes?COxley Act of 2002. Further investigations indicate that firms with a lower Free Cash Flow to Asset ratio have a higher market reaction, which is consistent with the information signaling hypothesis, and this is more significant in firms with good governance practices, and following post Sarbanes?COxley Act.     

CAPITAL,LABOR, AND THE FIRM: A STUDY OF GERMAN CODETERMINATION

Under the German corporate governance system of codetermination, employees are legally allocated control rights over corporate assets through seats on the supervisory board—that is, the board of nonexecutive directors. The supervisory board oversees the management board—the board of executive directors—approves or rejects its decisions, and appoints its members and sets their salaries. We empirically investigate the implications of this sort of labor participation in corporate decision making. We find that companies with equal representation of employees and shareholders on the supervisory board trade at a 31% stock market discount as compared with companies where employee representatives fill only one‐third of the supervisory board seats. We show that under equal representation, management board compensation provides incentives that are not conducive to furthering shareholders' interests, possibly because labor maximizes a different objective function than shareholders. We document that, under equal representation, companies have longer payrolls than their one‐third representation peers have. Finally, we provide evidence that shareholders respond to the allocation of control rights to labor by linking supervisory board compensation to firm performance and by leveraging up the firm. (JEL: G32, G34)     

From a dyadic to a triadic perspective: Divestiture research implications for understanding pre- and post-acquisition processes

Acquisition and divestiture studies remain surprisingly disconnected, although both fields address corporate restructuring modes that are tightly linked. Acquisitions entail buying a business that another company divests or even, in many cases, a subsequent sale of formerly acquired activities. In this paper, we adopt a seller perspective, explore cross-fertilization areas, and identify important complementary and challenging insights that divesture research can bring to acquisition research. Focusing on sell-off, a major divesture type that is considered symmetrical to an acquisition, we discuss how divestiture research can shed novel light on pre- and post-acquisition stakeholders and processes. We propose two ways in which a divestiture perspective invites rethinking: 1) regarding actors, by stressing the need to consider triadic (divester–target–acquirer) rather than dyadic configurations (target–acquirer) and 2) regarding processes and time, by enlarging the temporal horizon of acquisition processes by divestiture processes, which precede but also sometimes exceed the acquisition. We contribute to acquisition research by providing a fresh look at stakeholder and process perspectives and identifying important future research avenues.     

制度环境、公司治理与股价信息含量

股价信息含量决定因素研究是目前资本市场领域的实证研究热点,以2000年～2005年的中国上市公司为研究样本,采用非平衡面板教据模型的回归方法,实证分析制度环境与公司治理因素对股价信息含量的影响,制度环境因素包括区域制度环境和双重上市两个方面,公司治理因素包括股权结构、董事会特征、治理会议、管理层激励和审计质量5个方面.实证结果表明,在制度环境较好的省市,股价信息含量较高,第一大股东持股比例与股价信息含量呈倒U型关系,双重上市、股权制衡度、独立董事比例、董事会规模、股东与董事会年度会议次数和管理层持股比例与股价信息含量显著正相关,国有股比例与股价信息含量显著负相关,两职合一和审计质量对股价信息含量没有显著影响.实证结果时于如何提高证券市场股价信息含量和资源配置效率有较大的政策指导意义.     

股票市场中的外来者劣势研究

作为一个重要的研究主题,外来者劣势已经吸引了学者和实践者的广泛关注。但是,关于外来者劣势的研究大多集中于产品市场,而关于股票市场中外来者劣势的研究较缺乏。鉴于外来者劣势会影响公司在股票市场中的绩效,因而有必要理解并克服股票市场中的外来者劣势。因此,选取股票市场中的外来者劣势作为研究对象,以期在某种程度上丰富已有研究。 基于信息不对称理论和合法性理论,检验信息缺失和合法性缺失对外来者劣势的直接影响。借鉴已有研究,探讨制度质量、行业类型和交叉上市对信息缺失和合法性缺失与外来者劣势关系的调节效应。依据理论分析,提出研究假设并建立概念模型。选取2005年至2013年在海外上市的145家中国公司为样本,通过SPSS软件对相关假设进行实证检验。 研究结果表明,信息缺失和合法性缺失对外来者劣势产生显著的正向影响,即当在海外证券交易所缺失信息和合法性时,公司会遭遇外来者劣势;制度质量显著减弱合法性缺失对外来者劣势的正向影响,行业类型对合法性缺失与外来者劣势的正向关系具有显著的强化作用,而对信息缺失与外来者劣势的正向关系具有显著的弱化作用,交叉上市显著增强信息缺失和合法性缺失对外来者劣势的正向影响。 根据研究结果从弥补信息缺失和合法性缺失两方面给出降低外来者劣势的策略指导,建议选择制度质量较高的东道国和高科技公司聚集的交易所来弱化外来者劣势,研究结果对在海外上市时遇到外来者劣势的公司管理者具有一定的指导借鉴意义。