Countervailing institutional forces: corporate governance in Turkish family business groups

This longitudinal study investigates the impact of national and international pressures to improve corporate governance in an emerging economy from an institutional theory perspective. Recently, family business groups (FBGs), the dominant form of organizing in emerging economies, have been criticized by policy makers for their poor governance structures. A common recommendation to FBGs has been increasing the number of independent, outsider directors on their boards. Thus, change in the board compositions of the quoted subsidiaries of the six biggest FBGs is analyzed over 2002–2006. One-way-ANOVA and t-tests were used as statistical tools. Findings reveal that there has not been a statistically significant change in board compositions over the research period. FBGs were found to resist institutional pressures through ‘avoidance’, ‘defiance’ and “manipulation” strategies due to the absence of coercive pressures and multiple forms of ‘institutional work’ for change.     

Boundaries of the business model within business groups

Scholars have sought various ways to find out how financial performance of the firm can be affected by its business model (BM). However, to date academic literature has focused attention on the “firm” as a unit of analysis without clearly defining the boundaries of the reporting entity to which the BMs refer. The aim of this paper is to investigate what are the boundaries of the BM of the affiliated-group companies and how the degree of independence of BMs is measured within the business group. The contribution of the paper is in using the BM concept to expound and criticise the assumptions in economic analysis and accounting standards that groups of companies are economic units that optimise economic income of the group as a whole and that the financial statements of individual subsidiaries, sub-groups and the group as a whole report the value generated by the group.     

Corporate governance as custodianship of the business model

Recently businesses have been encouraged to discuss their business models in their annual reports as a means of communicating their future intentions to readers of their financial statements. At the same time, corporate governance has continued to be a focus of attention. In this paper we set out the view that a useful way of regarding corporate governance is that of custodianship of the business model—by which we mean that the directors are responsible for sustaining and developing a company’s business model. A comparison of corporate governance and the activities required to sustain and develop the business model shows them to be essentially the same. A business model view has the advantage that it unifies the compliance and monitoring aspects of governance with the advisory and strategy-setting roles of directors, roles that have sometimes been seen as conflicting. Viewing corporate governance from a business model perspective highlights aspects of board responsibilities that are not explicitly recognised in the UK Corporate Governance Code and may have been neglected in the prevailing emphasis on compliance, but which are intimately connected to both network relationships and corporate culture which are now becoming a source of concern.     

股权结构与公司价值创造

以企业价值创造评价指标--经济附加值,及相关变量作为公司价值的度量,对沪市上市公司股权结构与公司价值的相关关系进行了分析.实证结果表明,股权结构对公司价值有显著的影响.主要体现在:1).股权集中度与公司价值间呈现显著的负相关关系.这说明上市公司中股权集中度越高的公司,公司价值越低;2).国家股比例与公司价值创造间显著的负相关关系,表明了国家股东在公司价值创造活动中的负面效应;3).法人股比例与公司价值创造间具有正相关关系,说明了法人股东既能激励又有能力来监督和控制公司管理人员,在公司治理中扮演着重要的角色;4).实证结果不支持流通股比例与公司价值创造的正相关关系.     

Agency conflict in diversified business groups and performance of affiliated firms in India: Contingent effect of external constraint and internal governance

This study examines how diversification in Indian business groups creates multiple forms of agency problems and has performance implications for group-affiliated firms. Departing from prior literature which emphasizes the principal–principal agency conflict in business groups, we argue that business group diversification leads to dual agency problems between controlling and minority shareholders (principal–principal) and shareholders and managers (principal–agent) in affiliated firms. Both these agency problems arise in diversified business groups through cross-subsidization of affiliated firms by inefficient capital investment, continuing presence of affiliated firms in declining industries, tunneling of resources from profitable affiliated firms, lack of attention by business group headquarters to affiliated firms, and affiliated firm managers' sense of perceived security, which negatively impacts affiliated firms’ performance. These agency issues are reduced with the increase in product market competition from exposure to international markets and through concentrated promoter ownership in the affiliated firms. Our hypothesized model finds empirical support in a sample of 828 business group–affiliated firms in India.     

Brokerage and governance for business networks: a metasynthesis-based discussion

This article reviews and discusses empirical literature on the micro-mechanisms of Burt’s concept of brokerage for inter-firm business networks from a governance perspective. Using a combination of a literature review and a qualitative metasynthesis, research gaps are first identified in the literature about these micro-mechanisms and then filled with interpretations, stemming from a qualitative metasynthesis of 13 in-depth case studies on brokerage for business network environments. The paper discusses three related elements and their inter-relationship in the brokerage process: the enabling factors for brokerage in business networks; the brokerage activities, particularly the combination of “bonding”, “bridging”, exclusion, and moderation/negotiation in different network configurations; and the outcomes of brokerage for business networks. We argue that network managers should take care of these elements when using brokerage to govern business networks. For example, the positional factors of agents in the network who take over brokerage functions need to be monitored and a balance of their embeddedness in the network and independence of focal firms should be safeguarded. Moreover, activities associated with brokerage should be steered and controlled in order to generate network benefits such as a higher collaborative stance of the partaking firms or learning processes amongst them.     

Ownership structure and investment-cash flow sensitivity

This study investigates the effect of ownership structure on the use of cash flow in financing corporate investments—the investment-cash flow sensitivity—in a concentrated ownership context. Using a sample of 6797 French listed firms from 2000 to 2013, results show that investment-cash flow sensitivity decreases with the cash-flow rights of the controlling shareholder and increases with the separation of its cash-flow and control rights (excess control rights). Firms are, thus, less likely to use cash flow in investments when the interests of controlling shareholders are aligned with those of minority shareholders. However, they appear to use considerable internal funds for their investments when they have severe agency problems, driven by excess control rights of the controlling shareholders. Overall, our findings help advance the understanding of the role of agency relationship in shaping corporate financial policy.     

企业集团的投资安排

讨论了企业集团内的投资安排问题 ,针对一个成员企业申请投资的情况 ,分别建立了静态博弈模型和动态博弈模型 ,深入分析了模型结果 ,并给出了企业集团投资安排的建议 ;针对多个企业申请投资的情况 ,设计了诱导机制 ,并证明了它在优化集团投资安排上的有效性     

企业的模糊动态边界与企业集团——对企业集团的本质的探讨

在研究了企业边界特征的基础上从边界演化的角度论证了企业的边界是模糊逻辑表示的动态边界 ,而正是企业边界的模糊性和动态性导致了企业的集团化行为 ,探讨了用模糊逻辑表示的企业集团的定义     

企业的模糊动态边界与企业集团

在研究了企业边界特征的基础上从边界演化的角度论证了企业的边界是模糊逻辑表示的动态边界,而正是企业边界的模糊性和动态性导致了企业的集团化行为,探讨了用模糊逻辑表示的企业集团的定义.     

政府干预、国有集团结构动态演化与配置效率

以2004年~2013年国有系族企业集团控制的上市公司为样本,首次对国有集团内部结构的形成动因及其动态演变过程进行大样本的实证研究,发现,1)我国国有集团的治理结构安排是政府选择的结果:当新进入国有集团的企业历史业绩较好、政府放权意愿更强时,其更可能被安置于集团金字塔结构且受到的掏空行为显著减少;2)被安置于金字塔结构的企业,在进入集团后的长期业绩表现显著差于进入之前;3)集团内部的成员上市公司绩效越差,更可能被剥离出国有集团,这种可能性在层级越高的企业更加明显.这些结果表明了我国国企改革的逻辑不一致性,即国企改革的初衷在于放权,而政府在培育和发展国有集团的过程中却存在着过多的行政干预行为,从而弱化了国企改革的效率.文章为当前国企分类改革背景下集团的战略重组和结构优化调整提供了一定的启示,也丰富了集团治理的研究文献.     

From communism to market: business models and governance in heritage conservation in Poland

The paper focuses on the effect of business model and governance changes on conservation and access outcomes in three heritage sites in Poland: Ksiaz Castle, the Shrine of Our Lady of Grace Abbey and the Jelenia Gora Valley historic palaces. It argues that the interplay between business model and governance led by relevant political, administrative and economic changes has an impact on which historic buildings are conserved for future generations, in what form, and with which functions. Findings from the case studies allow us to design three ideal business models for the management of heritage sites. The paper also explores implications for management research regarding business model and public sector change.

     

商业集团从属企业合法性双元与成长绩效关系

根据商业集团从属企业双重身份的特点,分析了其合法性的双元属性,并提出了合法性双元的概念． 在此基础上,文章将合法性双元解构为平衡和联合两个维度,分别分析了两者与从属企业成长绩效之间的关系,以及他们对从属企业成长产生作用的内在机理． 实证结果表明资源获取对联合维度与从属企业成长绩效的关系具有显著的中介作用,而平衡维度与成长绩效的关系未得到实证支持． 文章还进一步探讨了对合法性双元与从属企业资源获取关系的调节性因素,实证结果表明环境不确定性正向调节联合维度与资源获取的关系,而对平衡维度与资源获取的关系具有反向调节作用; 环境包容性反向调节联合维度与资源获取的关系,而对平衡维度与资源获取的关系具有正向调节作用．     

Understanding the transgenerational orientation of family businesses: the role of family governance and business family identity

The development of a transgenerational orientation is one of the most significant challenges that family businesses face and only a small number actually survive across generations. While prior research has focused on the business unit to provide us with a solid understanding of how corporate governance affects business performance and continuity, the role of the business family in the development of a transgenerational orientation has received less attention. To address this gap, this article applies a new systems and social identity theory framework to examine how family governance and business family identity can contribute to strengthening the transgenerational orientation of the business. A transgenerational orientation is defined as a decision premise to maintain the family’s control over the business across generations. Using a large data set, findings show that the presence of family governance measures and the business family’s identity are positively related to a transgenerational orientation of the business, with business family identity acting as a mediator. Thus, the development of family governance measures can foster communication within the business family and enhance the family members’ emotional investment in the business which strengthens the transgenerational orientation in the business.     

Ownership concentration,contestability, family firms,and capital structure

This study analyses the distribution of power among the several blockholders of a firm and the identity of those blockholders as a determinant of firm leverage. Using a sample of 694 firms from 12 Western European countries, our results support a negative relationship between ownership concentration in the hands of the main blockholder and firm leverage. Moreover, we detect that the presence of a second and third large shareholder (beyond the first blockholder) has a significant positive effect on the leverage ratio. In addition, the results show that contestability in family firms plays a more relevant role. Finally, we show that family firms do have significant impact on firm leverage level, and this impact varies depending on the legal framework and institutional environment. In our main sample the results show family firms negatively affect market leverage, supporting the theory that family firms are more averse to an increase in the debt level due to the risk of bankruptcy and financial distress as a result of having an under-diversified portfolio. In contrast, the opposite effect is found in the sample that excludes the United Kingdom. This last result cannot be explained by agency theory, given that family businesses are those that suffer less from Type I agency problems. This result suggests either some difficulty in financing their investments by issuing new equity or the need to use debt as a signal of the quality of its investments. Our results prove to be stable against a battery of robustness tests.     

Ownership structure and board composition in a high ownership concentration context

Few articles have addressed the relation between the ownership structure and the composition of the boards. The results of the analysis performed on a sample of Spanish listed companies for the period 2004–2011, show that in markets where corporate ownership is highly concentrated, it is necessary to devote special attention to blockholders and to differentiate the figure of the independent directors from the group of outsiders. The results confirm a negative and decreasing relation between blockholders and the percentage of independents while insiders’ ownership is only significant if one looks at the percentage of outsiders as a whole, in which case it shows a U-shaped quadratic relation.     

From social ties to embedded competencies: the case of business groups

Our current views of economic competition are still rooted in the imagery of the isolated firm that transacts with its buyers, suppliers, and competitors via largely anonymous factor and product markets. Yet this view is fundamentally at odds with the growing importance of business groups in the global economy. We thus need a reconceptualized version of our idea of economic competition, which is capable of explaining competitive advantage at the group-versus-group rather than firm-versus-firm level of analysis. In the present paper we build on insights derived from organizational sociology and organizational economics to develop a business group-level theory of competition and competitive advantage based on embedded competencies.

基于现代公司治理理论的最优股权结构研究

基于股权高度分散的传统公司治理理论已受到现代经济学的挑战,股权相对集中且存在控股股东是现代股份制度的典型特征.从现代公司治理理论出发,构建了控股股东和监督股东各自的价值模型,定量地证明了最优股权结构的存在性,并从理论上推演出控股股东和监督股东的最优持股比例,以弥补仅从实证角度研究的不足.     

交易、风险与所有权——解释中国经济转轨路径及其绩效的一种新视角

本文试图为解释中国经济转轨过程提供一个新的视角 ,并通过强调有效交易和所有权的重要性来恢复与修补一些经典理论对经济转轨过程的解释力 ,以便将其最终整合到日见丰富和成熟的转轨经济理论的一般框架之中。本文的理论贡献可以归纳为:第一 ,阐发有效交易理论 ,认为经典理论所坚守的互利信条只是达成有效交易的必要条件 ,所有权的完整性才是充分条件。在所有权存在缺陷时 ,一种对当事人双方有利的交易极有可能伤及社会。第二 ,提出内生风险命题 ,经典资产选择理论所关注的外生风险主要源自宏观经济政策及企业经营层面 ,而内生风险则与微观经济基础尤其是所有权制度密切相关。第三 ,揭示出所有权、交易与产权之间的逻辑联系 ,并阐明所有权不一定是有效的但必须是完整的和神圣不可侵犯的观点。第四 ,指出内生贸易模型的隐含条件 ,发现在主管政府充当贸易者的场合 ,交易效率条件完全可以被超越 ,国际贸易就不一定非要以国内贸易为前提 ,而这种贸易也就极有可能成为贸易双方合谋算计国家和社会的博弈。本文的政策含义是 ,中国经济转轨的实际绩效与有效交易的规模和市场份额直接相关 ,而有效交易的成长既不依赖于政府推进市场化的决心 ,也不仰仗于法律与行政部门对交易主体的监督和惩罚力度 ,而最终取决于完     

所有制结构与环境业绩

本文通过一个理论模型分析不同所有制结构下环境业绩的差异,从所有制结构的角度探讨是否私有化的发展模式能在推动经济发展与减少环境破坏之间达到一个较好的平衡点,试图发现私有经济发展的政策能否成为我国提高环境质量的一个有效政策,促进经济在环境意义上的可持续发展。