中国民营上市公司的家族治理与企业价值

本文以最终控制者可以追溯到家族或自然人的民营上市公司为研究对象,将广义家族上市公司区分为真正或狭义家族上市公司(FB)和自然人上市公司(PB)两类,从家族所有、家族控制和家族管理三个维度考察了民营上市公司的家族治理对企业价值的影响。实证结果表明:总体上,家族治理降低了民营上市公司的价值,但家族所有、控制、管理三个维度的影响各不相同,家族治理的绩效最终取决于不同维度之间的组合。鉴于不同类型家族上市公司的主要回归结果皆不相同,本文认为家族企业的不同界定标准会在很大程度上影响到相关实证研究的结论。     

One size does not fit all: Entrepreneurial families’ reliance on family offices

Family offices are organisations dedicated to the management of entrepreneurial families’ private wealth. Based on agency theory, we analyse types of family offices with regard to the families’ goals and the control mechanisms used to ensure goal achievement. Family-dominant management and private client structures involve stronger emphasis on non-financial goals in single and multi-family offices than in non-family-dominant management and open client structures. Variations in family involvement, ranging from family dominance to the complete absence of family ownership and/or management, and diverse client structures justify the differential reliance on formal and informal control mechanisms.     

The substitution of governance mechanisms in the evolution of family firms

This paper examines how family firms substitute corporate governance with family governance and self-governance at different stages of their development. We argue that the types of agency problems that family firms face as they pass from one generation to the next determine the extent to which these mechanisms can be used as substitutes for one another. Our empirical investigation provides evidence that in the early stages of a family firm's life cycle, instruments of self-governance lessen the need for mechanisms of corporate governance, whereas in the later stages, instruments of family governance can substitute for mechanisms of corporate governance.     

股权集中,投资决策与代理成本

通过建立实物期权模型,我们分析了集中股权结构下,股东异质性所导致的控股股东代理冲突对企业投资决策和负债融资代理成本的影响。研究发现,集中股权结构下的控股股东价值最大化动机会导致过度投资的产生,并显著提高负债融资的代理成本,即控股股东的价值侵占行为不仅影响到大小股东间的代理冲突,而且会加重股东与债权人之间的代理冲突。控股股东的持股比例会产生公司治理的正向激励效应,持股比例的增加会降低过度投资程度、增加企业价值和降低负债融资代理成本。而控制权和现金流权的分离则会产生公司治理的负向侵占效应,分离程度的增加会导致更严重的过度投资、更低的企业价值和更高的负债融资代理成本。     

Internationalization of family firms: the effect of ownership and governance

Despite family firm’s dominant role in economies worldwide, there is little empirical knowledge on their internationalization. Drawing on a sample of Austrian firms, this paper investigates the impact of family influence and various governance factors on internationalization. The findings reveal an inverted U-shaped relationship between family influence and internationalization. Family firms with medium family influence are the most internationally active companies. This indicates that concerning internationalization the advantages of being a family firm are highest when the family’s ownership share and involvement in management and governance boards is not too extensive. Additionally, neither the incumbent generation, nor the level of non-family executives in the management board, nor the existence of a supervisory board has a significant influence on going international. Since advisory boards seem to foster internationalization, they might be an adjuvant means of equipping family firms with the necessary capabilities, know-how and contacts to operate internationally.     

Corporate governance,family ownership and performance

Using a sample of 56 Italian IPOs issued between 1999 and 2005, several hypotheses are tested on the interplay between corporate governance, family ownership and performance. Specifically tested is which approach among all agency, stewardship, and contingency theory is most appropriate for Italian family firms. Findings suggest that board independence increases with family disinvestment at IPO, presence of venture capitalists, establishment of large and active boards, and existence of appointment and compensation committees. At the same time, results indicate that the presence of independent directors affects performance positively but with little statistical significance, while family involvement and the presence of execution committees negatively impact share performance.     

Governance structure and internationalization of family-controlled firms: The mediating role of international entrepreneurial orientation

Stemming from resource dependence theory this article investigates the mediating role of international entrepreneurial orientation on the relationship between the involvement of non-family members in the firms' governance structure and both pace of internationalization and international performance of family firms. Relying on a sample of 113 German family firms, the theoretical model proposed in the study is tested via structural equation modeling techniques. Our findings suggest that a high involvement of non-family members in governance structure has a positive impact on family firms' pace of internationalization, and that this relationship is mediated by the international entrepreneurial orientation of the firm. The discussion section offers implications for family business and international entrepreneurship literature, as well as practical implications.     

股权结构与择时披露

本文从股权集中度视角出发,分别探讨了国有控股公司和民营控股公司股权集中度对上市公司择时披露行为的影响。结果表明,对于国有控股公司股权集中度与管理层选择周末披露的概率呈正U型关系;对于民营控股公司股权集中度与管理层选择周末披露盈余公告的概率呈倒U型关系。进一步,由于我国民营上市公司控制链较长,终极控制权与现金流权分离问题严重,我们又从终极控制权,以及终极控制权与现金流权分离度角度研究了民营上市公司择时披露的影响因素。与股权集中度影响类似,我们发现在民营上市公司中,终极控制权持股比例与管理层选择周末披露盈余公告的概率呈倒U型关系,终极控制权与现金流权分离度与管理层选择周末披露盈余公告的概率呈正向关系。     

The impact of family CEO’s ownership and the moderating effect of the second largest owner in private family firms

This study explores two ownership issues in private family firms. First, we investigate the relationship between the ownership of family CEOs and firm performance, and postulate that this relationship in private family firms is more complex than the inverted “U” relationship found in public family firms. Second, we predict a potential moderating effect of the second largest owner, who may exert a monitoring role on family CEOs. We focus on private family firms as recent studies show that private family firms have distinct features compared to public family firms, and that findings documented in public family firms may not apply to the ubiquitous, but much less studied, private family firms. We have applied agency theory to develop the two hypotheses, used secondary data on a large sample of private family firms, utilized an adjusted conventional quadratic technique to test the hypotheses, and validated the findings using a second method of piecewise linear specification. The results show that the non-linear relationship between the ownership of family CEOs and firm performance is more complicated than the often-documented inverted “U” shape from public firms. Meanwhile, the second largest owner with a high enough ownership stake can impose a positive moderating effect by mitigating potential agency problems caused by family CEOs.     

Governance Structure,Innovation and Internationalization: Evidence From India

We examine the impact of firm-level governance structure on the innovation and internationalization strategies of emerging market firms. We propose that in the case of emerging market firms, governance is a response to the prevailing institutional environment and affects the innovation and internationalization strategies of firms. Based on a longitudinal sample of 16,337 firm-year observations of Indian listed firms over a year time period from 2002 to 2009, we find a positive effect of family ownership and group affiliation on R&D intensity and new foreign investments. Institutional ownership also positively affects new foreign investments, but has no effect on R&D intensity. Further, we find that R&D intensity interacts with family ownership, institutional ownership and group affiliation in affecting new foreign investments.     

Ownership Strategy and Foreign Affiliate Performance in Multinational Family Business Groups: A Double-edged Sword

We argue that ownership strategies can be a double edged sword for multinational family business groups from emerging economies and the performance of their affiliates located abroad. We test an integrated framework based on internalization and agency theory on a longitudinal dataset of multinational family business groups from Taiwan. We find evidence for the contingent impact of cultural differences and family management on the association between ownership strategy and affiliate performance. While direct ownership is seen as offering more control over the affiliate, we show that this comes at a performance cost for affiliates in culturally different host countries and affiliates under family management. Indirect ownership seems to be one way to positively influence affiliate performance in culturally distant countries, but seems not to be contingent on family management utilization.     

管理层持股、领导权结构与财务重述

本文以我国2005-2009年间A股市场补充与更正报告中出现"会计差错更正"项目的公司为研究对象,以是否发生财务重述为因变量,采用配对样本分析的Logit回归方法研究了管理层持股、领导权结构与财务重述之间的关系。本研究发现,管理层持股比例与财务重述之间存在显著的U型关系,领导权结构对财务重述没有显著影响,然而管理层持股的利益协同效应(堑壕效应)在两职分离(两职合一)的公司中更容易得到发挥。本研究发展了财务重述、管理层持股以及领导权结构的研究内容,为完善公司治理机制、防范会计错报提供了相应的思路。     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

Ambidexterity in family firms: The interplay between family influences within and beyond the executive suite

Ambidexterity commonly refers to the simultaneous pursuit of exploration and exploitation and may be particularly beneficial for family firms. In this study, we investigate how family CEO and top management team (TMT) family affiliation influence ambidexterity. In addition, we consider the role of family ownership dispersion and how it impacts the ability of the top managers of family firms to foster ambidexterity. We test our hypotheses on a unique dataset combining archival and multiple respondent survey data of 167 German family firms. Our results shed light on conditions under which family-led leadership can pursue ambidexterity.     

Family firms and high technology Mergers & Acquisitions

We examine whether family firms undertake value creating high technology M&A. We also examine whether level of ownership, diversification, agency issues and CEO type matter. Our sample consists of high-technology M&A undertaken by Canadian firms over the period 1997–2006. Canada offers a setting with many family firms and the use of control enhancing mechanisms such as dual class shares and pyramid structures. We find a positive relationship between family ownership and announcement period abnormal returns. This relationship, however, starts to decrease at higher levels of ownership but remains overall positive. We also show that the agency conflict between shareholders and professional managers has a detrimental impact on announcement period abnormal returns whereas the conflict between controlling and minority shareholders via control enhancing mechanisms does not. Finally, we document that founder CEO undertake better high tech M&A than descendant or hired CEO.     

Corporate governance and market performance of parent firms following equity carve-out announcements

Using the Gompers, Ishii, and Metrick corporate governance index on a sample of 158 parent firms, this study demonstrates that firms with a superior governance rating have a higher short-term market reaction to carve-out announcements relative to firms with an inferior governance rating. Although the data supports previous evidence regarding negative long-term market reaction that parent firms typically experience following equity carve-outs, the results show that well-governed firms marginally outperform others. The findings also confirm that the dynamic effects related to improvements in corporate governance positively affect the long-term market outcome of parent firms; this relation is more significant in well-governed parent firms. Finally, the study shows evidence that corporate governance helps mitigate the agency problems related to the financing hypothesis, which results in better short and long-term market reactions following carve-out announcements.     

To File Or Not To File? Systemic Incentives, Corporate Control, and the Bankruptcy Decision

This research investigates the distinctions between bankrupt firms and equally leveraged firms that avoid bankruptcy. Building upon the systemic incentives of bankruptcy law, and specifically those applicable to Chapter 11 reorganizations, the study argues that the firm’s governance and capital structure characteristics moderate the relationship between the firm’s financial condition and the filing decision. The results of this study indicate that, contrary to agency theoretical predictions, firms with high levels of inside equity ownership and secured indebtedness file in poorer financial condition than peer firms with low levels of these variables. By contrast, firms with high levels of outside equity ownership and short-term indebtedness file when in relatively better financial condition.     

Does family matter? Ownership,motives and firms’ environmental strategy

Extant research has primarily focused on the economic drivers and outcomes of corporate environmental performance. This trajectory oversimplifies the motives for environmental strategies across all firm types and particularly overlooks how firm ownership presents other motives for environmental strategies. In this study, we leverage institutional theory to examine how family motives, underpinned by family members' desire to gain or preserve family legitimacy and socio-emotional wealth, affect ISO 14001 certification. Using firm-level data, we find that family ownership has a positive effect on ISO 14001 certification. This effect is stronger for firms whose names include the family name and also for firms located closer to large cities. Our study contributes to nonmarket strategy literature by showing that family motives underpin firms’ environmental initiatives. It also contributes to institutional theory by delineating the levels of legitimacy that spur nonmarket strategy in family firms.     

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.     

Controlling shareholders and the composition of the board: special focus on family firms

This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.