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。     

Product Positioning in a Two‐Dimensional Market Space

This paper examines the optimal product portfolio positioning for a monopolist firm in a market where consumers exhibit vertical differentiation for product performance and horizontal differentiation for product feature. Our key results are as follows: (i) Variable costs drive vertical differentiation. In the presence of significant volume‐dependent manufacturing costs, the optimal portfolio contains a mix of vertically and horizontally differentiated products and an increase in the variable cost makes adding vertically differentiated products relatively more profitable; if fixed volume‐independent design costs dominate, the portfolio exhibits solely horizontal differentiation. (ii) Horizontal differentiation is the main profit lever, and vertical differentiation brings only a marginal benefit; this is true even when most of the consumers exhibit low willingness to pay for performance, which is often used as an excuse to offer low‐end products. (iii) There are more low‐quality products than high‐quality ones, and market coverage increases when the willingness to pay for performance increases. In summary, the model shows how portfolio composition decisions depend on the product cost structure and the consumer preferences.     

Effects of data breaches from user-generated content: A corporate reputation analysis

A threat for a growing number of firms in various industries is the occurrence of different breaches of sensitive corporate data. These critical events represent vulnerability for firms' corporate reputations, whose multiple dimensions are affected by customers negative perceptions in various ways. Further, in the Industry 4.0 era, the redundancy of scandals on social media can exacerbate negative effects. This paper reports an investigation into the effects of data breaches on corporate reputation dimensions. In this context, the study conducted latent Dirichlet allocation analysis on social media user-generated content (UGC) for a sample of 35 firms in nine industries that suffered a data breach incident between 2013 and 2016. Incidents have been categorized into three categories: “intentional and internal,” “unintentional and internal,” and “intentional and external” data breaches. The aim of the study was to discover how reputational dimensions changed after these critical events and to identify the differences among the types of data breaches.Results reveal that after critical events, more reputational dimensions appear to be relevant. While before critical events, users typically discuss the “perceived quality” of a firm's offer, after all three types of data breaches, users also pay attention to “customer orientation” and “corporate performance” dimensions. Another key reputation dimension, especially after intentional and internal data breaches, is the “firm as employer,” particularly in the context of a lack of investment in training regarding these events.These findings provide key insights for academics and practitioners to understand large-scale data breaches effects and reputational drawbacks after such incidents.     

Labour Market Flexibility,Human Resource Management and Corporate Performance

Labour market flexibility is often portrayed as a key to the competitive success of the UK and US economies. We surveyed several hundred firms in the UK, and using the resulting data (on over 200 manufacturing firms) this paper investigates the relationships between firms’ use of flexible work practices, human resource systems and industrial relations on the one hand, and corporate performance on the other hand. The results suggest that ‘low‐road’ practices – short‐term contracts, a lack of employer commitment to job security, low levels of training and low levels of human resource sophistication – are negatively correlated with corporate performance. In contrast, it is found that ‘high‐road’ work practices –‘high commitment’ organizations or ‘transformed’ workplaces – are positively correlated with good corporate performance. It is also found that human resource management practices are more likely to contribute to competitive success where they are introduced as a comprehensive package, or ‘bundle’ of practices. Significant interaction effects between human resource systems, trade unions and flexible work practices add further support to the bundling hypothesis.     

Creative and innovative behaviours of corporate directors: an elusive role of task-related conflicts

The aim of the present work is to examine corporate directors’ boardroom interactions associated with conflicts as well as creativity and innovation phenomena. In line with the behavioral perspective in research on boards, we investigate relationships between task conflicts, an emerging creative and innovative boardroom climate as well as directors’ work behaviors. Drawing upon the survey data from 423 corporate directors, we tested hypothesized relationships by the means of the structural equation modelling technique. The results provide evidence suggesting that task-related conflicts among corporate directors appear to be equally detrimental for the psychological workgroup climate as they are advantageous for initiating creative and innovative work behaviours. In other words, the positive effect of task conflicts on directors’ creative and innovative work behaviours occurs so long as such conflicts do not simultaneously impair their perception of the creative/innovative boardroom environment. By integrating the literature on workplace group conflicts, creativity and innovation with the corporate governance writings, this study offers a new insight into corporate directors functioning. Presented findings have clear implications for future board research and managerial practice.     

CEO Incentives and Customer‐Supplier Relations

This study explores how suppliers adjust their relation‐specific investments (RSI) in response to the different risk‐taking incentives provided by the customer firm to its CEO, during normal and transition periods. We investigate this relation using 17,553 customer–supplier transactions over the 1993–2013 period. We find strong evidence consistent with the risk‐taking argument. Specifically, we find that an increase in the risk‐taking incentives of customer CEOs leads to a decline in suppliers’ RSI in normal periods, but an increase in RSI during transition periods. We employ the FAS‐123R mandate to show that an exogenous reduction in customer CEO's incentive pay increases suppliers’ RSI. We reaffirm the effect with the passage of the Sarbanes–Oxley Act as a secondary quasi‐natural experiment. Finally, we examine several scenarios that either amplify or attenuate the observed relation, based on factors such as financial constraints, distress, growth opportunities, industry competition, and other firm characteristics. Our study contributes to the literature that examines the interplay between corporate policy and product market relationships.     

Measuring the Performance of Acquisitions: An Empirical Investigation Using Multiple Criteria

The performance of corporate acquisitions is a popular research topic. Researchers have employed various criteria in their attempt to evaluate acquisition performance. This paper replicates and extends a previous study by investigating the comparability of the three most widely used measures of acquisition performance, namely accounting‐based measures, cumulative abnormal returns and managers' subjective assessments, in a non‐Anglo Saxon setting. Empirical testing is based on a sample of 50 domestic acquisitions carried out by Greek firms. Overall, results from the three measures indicate failure rates from 50% to 60%. However, the most impressive finding stems from the comparison (correlation analysis) of the alternative measures. Accounting‐based measures are positively correlated to managers' subjective assessments. Contrarily, cumulative abnormal returns are not correlated to either accounting‐based measures or managers' subjective assessments. This lack of statistically significant relationships between the performance criteria may provide a plausible basis for explaining some of the contradictory results often reported in the mergers and acquisitions literature. In light of these findings, we discuss their implications for both theory and practice and suggest ideas for future research.     

Introduction to Special Issue on Sustainable Corporate Governance

Papers in this special issue focus on sustainable corporate governance measures in the aftermath of the financial crisis, and a background environment of increased scepticism over executive pay and corporate behaviour more generally. The authors provide an overview of recent corporate governance reforms, including ‘say‐on‐pay’ and gender‐pay‐gap transparency, and explain how the research papers in the special issue contribute to understanding of corporate governance research and practice in the areas of boards of directors, corporate governance reform and corporate culture and risk‐taking.     

Doing Well by Reporting Good: Reporting Corporate Responsibility and Corporate Performance

This article aimed to examine the impacts of reporting‐type corporate responsibility activities (CRA‐R) on corporate social and financial performance. Academic research has explored how varying attributes of markets, industry sectors and firms might shape corporate social and financial performance, but includes little effort to examine the impacts of different kinds of CRA on corporate performance. We build on debate about the value of firms' reporting activities related to corporate responsibility. Recent literature suggests that CRA‐R is superficial marketing or “greenwashing.” Despite this viewpoint, corporate reporting activities related to responsibility are rising. In order to solve this puzzle, this article explores the impact of CRA‐R on corporate performance. First, drawing from the institutional perspective, we propose that CRA‐R will positively impact corporate social performance (CSP) oriented toward secondary stakeholders. Second, combining the stakeholder–agency perspective and corporate responsibility literature, we motivate the hypotheses that CRA‐R positively influences corporate financial performance (CFP). Empirical testing with a unique dataset of large US corporations selected in the Fortune 500 support the proposed hypotheses. In particular, both corporate social responsibility and Global Reporting Initiative (GRI) activities positively influence corporate environmental performance, and financial performance. In particular, GRI reporting is a strong indicator to impact both social and financial performance. Our findings indicate that CRA‐R should not simply reflect shallow motivations, but deliver value to noninvestor stakeholders as well as investors.     

The Effect of Earnings‐Based Metrics on Vertical Efficiency

The tendency to rely on accounting earnings as the primary metric of corporate performance has been subject to criticism in recent times. A key concern is that earnings misrepresent changes in value in that cash outlays occur upfront but expenses are recognized only over time. While recognized expenses indeed add up to the initial cash outflow, the equality holds only in undiscounted (nominal), not discounted (real), terms. Accordingly, corporate earnings figures suffer from a form of money illusion. In this paper, we demonstrate that such money illusion can have an upside when it is present in vertical relationships subject to self‐interest. In particular, a buyer who focuses on earnings has incentives to increase purchases since it does not immediately encounter the full cost of cash outflows. These added incentives can promote more efficient trade. We also show that the increased incentives to buy can also lead to Pareto improvements by spurring the supplier to invest more in developing technology. Finally, we demonstrate that judiciously chosen inventory valuation rules can lead to efficient supply chain outcomes. Thus, efficiency can be achieved when supply chain parties freely trade and regulators specify only the accounting rules under which they operate.     

The Applicability of Porter’s Generic Strategies in the Digital Age: Assumptions, Conjectures, and Suggestions

Because current management theories evolved in the context of brick-and-mortar firms, this paper examines three key questions raised by the advent of e-business: (1) Will the strategy types found among e-business firms resemble Porter’s (1980) generic strategies? (2) Will we find performance differences among e-business firms pursuing different types of strategies? (3) Will we find differences in the strategy-performance relationships of pure online firms (pure plays) and firms with both online and offline operations (clicks-and-bricks)? We conclude that integrated strategies that combine elements of cost leadership and differentiation will outperform cost leadership or differentiation strategies. We also argue that, regardless of business strategy type, clicks-and-bricks firms that closely integrate their on- and offline operations will enjoy performance advantages over their pure play counterparts.     

The determinants of top management pay

Agency theory argues that companies need to structure their top management pay so as to attract, retain, motivate, and reward senior executives. It is implicit in this literature that managers should be rewarded for performance and that company size should not be a significant determinant of compensation. Empirical evidence in many countries has concluded, however, that size is a major determinant of management remuneration and the pay-for-performance link is very weak. This study examines the determinants of senior executives’ remuneration and bonus payments in Hong Kong companies using recently available data. We examine both the level of pay and changes in pay. Corporate size is found to be a major explanator of remuneration levels and of changes in the pay of the CEO and executive directors. Accounting profitability is also a significant explanator of compensation. Performance, as measured by stock returns, has little or no statistically significant relationship with pay; in fact, some of the results show negative relationships. Some share ownership characteristics have influences on the levels of remuneration. In particular, share ownership by directors and share ownership by institutional investors moderate the compensation levels. In contrast, corporate governance variables have little association with change in pay. Overall, the results imply agency arguments that advocate pay-for-performance compensation schemes are not major factors in setting top management remuneration in Hong Kong.     

The Impact of Investor Horizon on Say‐on‐Pay Voting

Shareholder investment horizons have a significant impact on say‐on‐pay voting patterns. Short‐term investors are more likely to avoid expressing opinion on executive pay proposals by casting an abstaining vote. They vote against board proposals on pay only in cases where the CEO already receives excessive pay levels. In contrast, long‐term investors typically cast favourable votes. According to our findings, this is due to effective monitoring rather than collusion with the management. Overall, investor heterogeneity in terms of investment horizons helps explain say‐on‐pay voting, in particular the low levels of say‐on‐pay dissent, which have recently raised questions over the efficiency of this corporate governance mechanism .     

Corporate social responsibility: a strategic and profitable response to entry?

This paper investigates whether an incumbent has an incentive to introduce corporate social responsibility (CSR) activities only as a response to entry by a competitor, i.e., the incumbent would eschew CSR if left uncontested. We assume that the entrant cannot provide CSR at least at the outset for two reasons: (1) it would not be credible due to its lack of recognition and (2) due to high fixed cost to pay e.g., for licensing. More precisely, this paper shows that monopolistic firms can have indeed the incentive to introduce CSR activities only as a response to entry. Therefore, increased competition can turn a firm “green”, providing a “win–win” for business as well as for the environment.     

Measuring Corporate Social Performance: A Review

This paper reviews the literature on corporate social performance (CSP) measurement and sets that literature into a theoretical context. Following a review of CSP theory development and the literature on relationships between CSP and corporate financial performance, Wood's CSP model ( Wood, D.J. (1991 ). Corporate social performance revisited. Academy of Management Review , 16, pp. 691–718) is used as an organizing device to present and discuss studies that use particular measures of CSP. Conclusions emphasize the need for CSP scholars to refocus on stakeholders and society, and to incorporate relevant literatures from other scholarly domains.     

Incentive effects and the income tax treatment of employer-provided workplace benefits

Employers often provide their employees with different kinds of benefits in the workplace to create comfortable working conditions. In order to avoid distortions of the wage-benefit ratio in employee compensation, economic theory suggests that fringe benefits should be subject to income taxation at a value placed on them by employees. This article shows that this approach does not apply to workplace benefits. Since the goal of these benefits is to reduce the employees’ disutility from work, treating them simply as wage substitutes disregards their incentive effects. Therefore, the rules for taxing workplace benefits are derived from an agency model. It is shown that in contrast to the standard economic approach, cost can be a more efficient tax base than willingness to pay, even though this results in higher tax payments. Moreover, with non-distortionary tax rates it is always better to tax the employer rather than the employee.     

融资融券对上市公司治理影响的研究

以融资融券机制推出为背景, 运用我国内地A股市场上市公司为样本, 研究了融资融券对上市公司治理水平的影响.回归结果显示, 成为融资融券标的后, 上市公司高管离职与高管薪酬对于公司绩效的黏性均有提高, 表明融资融券可以作为外部公司治理机制.机制检验显示融资融券是通过促进公司信息释放而提升公司治理水平的.进一步分析显示, 当公司面临行业竞争压力较小或面临财务约束时, 融资融券对于公司治理的促进作用更加明显.最后, 将融资和融券分开分析, 发现融资机制和融券机制均对公司治理有提升作用.证明了融资融券机制可以提高资本市场对企业的监督, 促进企业信息释放, 从而提高上市公司治理水平.     

The Glass Cliff: Evidence that Women are Over-Represented in Precarious Leadership Positions

There has been much research and conjecture concerning the barriers women face in trying to climb the corporate ladder, with evidence suggesting that they typically confront a ‘glass ceiling’ while men are more likely to benefit from a ‘glass escalator’. But what happens when women do achieve leadership roles? And what sorts of positions are they given? This paper argues that while women are now achieving more high profile positions, they are more likely than men to find themselves on a ‘glass cliff’, such that their positions are risky or precarious. This hypothesis was investigated in an archival study examining the performance of FTSE 100 companies before and after the appointment of a male or female board member. The study revealed that during a period of overall stock‐market decline those companies who appointed women to their boards were more likely to have experienced consistently bad performance in the preceding five months than those who appointed men. These results expose an additional, largely invisible, hurdle that women need to overcome in the workplace. Implications for the evaluation of women leaders are discussed and directions for future research are outlined.     

财务困境、财务困境间接成本与公司业绩

本文研究了上市公司财务困境、财务困境间接成本及其与公司业绩之间的关系.通过实证研究企业陷入财务困境以后业绩变化的情况,本文认为,我国上市公司的间接财务困境成本显著为正,从总体来看,公司的间接困境成本大约为企业价值总额的25%-36.5%之间,资本结构对这种业绩的变化所引起的困境间接成本具有显著影响.负债率越高的企业,在困境期内将损失越大的市场份额和利润.