Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers
关于财务管理的英文单词
记帐:Bookkeeping Service对帐:Auditing Service联行:Associated Banks Service 或Affiliated Banks Service(我还是不明白这与5有何区别,但Associated和Affiliated不是动词原形,是形容词)代理业务: Agency Service银行卡接柜:Inter-Bank Bankcard Business Service现金审批:Cash Approval Service开销户: Account Opening/Closing Service开户的标牌还可以用:New Account/New Clientbig macs, big/large-cap stock, mega-issue 大盘股offering, list 上市bourse 证交所Shanghai Exchange 上海证交所pension fund 养老基金share 股票valuation 股价underwriter 保险商government bond 政府债券saving account 储蓄账户equity market 股市shareholder 股东delist 摘牌inventory 存货traded company, trading enterprise 上市公司market fundamentalist 市场经济基本规则damage-control machinery 安全顾问efficient market 有效市场opportunistic practice 投机行为entrepreneur 企业家cook the book 做假账regulatory system 监管体系portfolio 投资组合money-market 短期资本市场capital-market 长期资本市场volatility 波动diversification 多元化real estate 房地产option 期权call option 看涨期权put option 看跌期权merger 并购arbitrage 套利Securities and Exchange Commission 〈美〉证券交易委员会dollar standard 美元本位制budget 预算deficit 赤字bad debt 坏账macroeconomic 宏观经济fiscal stimulus 财政刺激a store of value 保值transaction currency 结算货币forward exchange 期货交易intervention currency 干预货币Treasury bond 财政部公债pickup in price 物价上涨Federal Reserve 美联储inflation 通货膨胀deflation 通货紧缩tighter credit 紧缩信贷monetary policy 货币政策foreign exchange 外汇spot transaction 即期交易forward transaction 远期交易quote 报价常见银行英语词汇account number 帐目编号depositor 存户pay-in slip 存款单a deposit form 存款单a banding machine 自动存取机to deposit 存款deposit receipt 存款收据private deposits 私人存款certificate of deposit 存单deposit book, passbook 存折credit card 信用卡principal 本金overdraft, overdraw 透支to endorse 背书endorser 背书人to cash 兑现to honor a cheque 兑付to dishonor a cheque 拒付to suspend payment 止付cheque,check 支票cheque book 支票本crossed cheque 横线支票blank cheque 空白支票rubber cheque 空头支票cheque stub, counterfoil 票根cash cheque 现金支票traveler's cheque 旅行支票cheque for transfer 转帐支票outstanding cheque 未付支票canceled cheque 已付支票forged cheque 伪支票Bandar's note 庄票，银票banker 银行家president 行长savings bank 储蓄银行Chase Bank 大通银行National City Bank of New York 花旗银行Hongkong Shanghai Banking Corporation 汇丰银行Chartered Bank of India, Australia and China 麦加利银行Banque de I'IndoChine 东方汇理银行central bank, national bank, banker's bank 中央银行bank of issue, bank of circulation 发行币银行commercial bank 商业银行，储蓄信贷银行member bank, credit bank 储蓄信贷银行discount bank 贴现银行exchange bank 汇兑银行requesting bank 委托开证银行issuing bank, opening bank 开证银行advising bank, notifying bank 通知银行negotiation bank 议付银行confirming bank 保兑银行paying bank 付款银行associate banker of collection 代收银行consigned banker of collection 委托银行clearing bank 清算银行local bank 本地银行domestic bank 国内银行overseas bank 国外银行unincorporated bank 钱庄branch bank 银行分行trustee savings bank 信托储蓄银行trust company 信托公司financial trust 金融信托公司unit trust 信托投资公司trust institution 银行的信托部credit department 银行的信用部commercial credit company(discount company) 商业信贷公司（贴现公司）neighborhood savings bank, bank of deposit 街道储蓄所credit union 合作银行credit bureau 商业兴信所self-service bank 无人银行land bank 土地银行construction bank 建设银行industrial and commercial bank 工商银行bank of communications 交通银行mutual savings bank 互助储蓄银行post office savings bank 邮局储蓄银行mortgage bank, building society 抵押银行industrial bank 实业银行home loan bank 家宅贷款银行reserve bank 准备银行chartered bank 特许银行corresponding bank 往来银行merchant bank, accepting bank 承兑银行investment bank 投资银行import and export bank (EXIMBANK) 进出口银行joint venture bank 合资银行money shop, native bank 钱庄credit cooperatives 信用社clearing house 票据交换所public accounting 公共会计business accounting 商业会计cost accounting 成本会计depreciation accounting 折旧会计computerized accounting 电脑化会计general ledger 总帐subsidiary ledger 分户帐cash book 现金出纳帐cash account 现金帐journal, day-book 日记帐，流水帐bad debts 坏帐investment 投资surplus 结余idle capital 游资economic cycle 经济周期economic boom 经济繁荣economic recession 经济衰退economic depression 经济萧条economic crisis 经济危机economic recovery 经济复苏inflation 通货膨胀deflation 通货收缩devaluation 货币贬值revaluation 货币增值international balance of payment 国际收支favourable balance 顺差adverse balance 逆差hard currency 硬通货soft currency 软通货international monetary system 国际货币制度the purchasing power of money 货币购买力money in circulation 货币流通量note issue 纸币发行量national budget 国家预算national gross product 国民生产总值public bond 公债stock, share 股票debenture 债券treasury bill 国库券debt chain 债务链direct exchange 直接（对角）套汇indirect exchange 间接（三角）套汇cross rate, arbitrage rate 套汇汇率foreign currency (exchange) reserve 外汇储备foreign exchange fluctuation 外汇波动foreign exchange crisis 外汇危机discount 贴现discount rate, bank rate 贴现率gold reserve 黄金储备money (financial) market 金融市场stock exchange 股票交易所broker 经纪人commission 佣金bookkeeping 簿记bookkeeper 簿记员an application form 申请单bank statement 对帐单letter of credit 信用证strong room, vault 保险库equitable tax system 等价税则specimen signature 签字式样banking hours, business hours 营业时间(Consumer Price Index) 消费者物价指数business 企业商业业务financial risk 财务风险sole proprietorship 私人业主制企业partnership 合伙制企业limited partner 有限责任合伙人general partner 一般合伙人separation of ownership and control 所有权与经营权分离claim 要求主张要求权management buyout 管理层收购tender offer 要约收购financial standards 财务准则initial public offering 首次公开发行股票private corporation 私募公司未上市公司closely held corporation 控股公司board of directors 董事会executove director 执行董事non- executove director 非执行董事chairperson 主席controller 主计长treasurer 司库revenue 收入profit 利润earnings per share 每股盈余return 回报market share 市场份额social good 社会福利financial distress 财务困境stakeholder theory 利益相关者理论value (wealth) maximization 价值（财富）最大化common stockholder 普通股股东preferred stockholder 优先股股东debt holder 债权人well-being 福利diversity 多样化going concern 持续的agency problem 代理问题free-riding problem 搭便车问题information asymmetry 信息不对称retail investor 散户投资者institutional investor 机构投资者agency relationship 代理关系net present value 净现值creative accounting 创造性会计stock option 股票期权agency cost 代理成本bonding cost 契约成本monitoring costs 监督成本takeover 接管corporate annual reports 公司年报balance sheet 资产负债表income statement 利润表statement of cash flows 现金流量表statement of retained earnings 留存收益表fair market value 公允市场价值marketable securities 油价证券check 支票money order 拨款但、汇款单withdrawal 提款accounts receivable 应收账款credit sale 赊销inventory 存货property,plant,and equipment 土地、厂房与设备depreciation 折旧accumulated depreciation 累计折旧liability 负债current liability 流动负债long-term liability 长期负债accounts payout 应付账款note payout 应付票据accrued espense 应计费用deferred tax 递延税款preferred stock 优先股common stock 普通股book value 账面价值capital surplus 资本盈余accumulated retained earnings 累计留存收益hybrid 混合金融工具treasury stock 库藏股historic cost 历史成本current market value 现行市场价值real estate 房地产outstanding 发行在外的a profit and loss statement 损益表net income 净利润operating income 经营收益earnings per share 每股收益simple capital structure 简单资本结构dilutive 冲减每股收益的basic earnings per share 基本每股收益complex capital structures 复杂的每股收益diluted earnings per share 稀释的每股收益convertible securities 可转换证券warrant 认股权证accrual accounting 应计制会计amortization 摊销accelerated methods 加速折旧法straight-line depreciation 直线折旧法statement of changes in shareholders’equity 股东权益变动表source of cash 现金来源use of cash 现金运用operating cash flows 经营现金流cash flow from operations 经营活动现金流direct method 直接法indirect method 间接法bottom-up approach 倒推法investing cash flows 投资现金流cash flow from investing 投资活动现金流joint venture 合资企业affiliate 分支机构financing cash flows 筹资现金流cash flows from financing 筹资活动现金流time value of money 货币时间价值simple interest 单利debt instrument 债务工具annuity 年金future value 终至present value 现值compound interest 复利compounding 复利计算pricipal 本金mortgage 抵押credit card 信用卡terminal value 终值discounting 折现计算discount rate 折现率opportunity cost 机会成本required rate of return 要求的报酬率cost of capital 资本成本ordinary annuity普通年金annuity due 先付年金financial ratio 财务比率deferred annuity 递延年金restrictive covenants 限制性条款perpetuity 永续年金bond indenture 债券契约face value 面值financial analyst 财务分析师coupon rate 息票利率liquidity ratio 流动性比率nominal interest rate 名义利率current ratio 流动比率effective interest rate 有效利率window dressing 账面粉饰going-concern value 持续经营价值marketable securities 短期证券liquidation value 清算价值quick ratio 速动比率book value 账面价值cash ratio 现金比率marker value 市场价值debt management ratios 债务管理比率intrinsic value 内在价值debt ratio 债务比率mispricing 给……错定价格debt-to-equity ratio 债务与权益比率valuation approach 估价方法equity multiplier 权益乘discounted cash flow valuation 折现现金流量模型long-term ratio 长期比率undervaluation 低估debt-to-total-capital 债务与全部资本比率overvaluation 高估leverage ratios 杠杆比率option-pricing model 期权定价模型interest coverage ratio 利息保障比率contingent claim valuation 或有要求权估价earnings before interest and taxes 息税前利润promissory note 本票cash flow coverage ratio 现金流量保障比率contractual provision 契约条款asset management ratios 资产管理比率par value 票面价值accounts receivable turnover ratio 应收账款周转率maturity value 到期价值inventory turnover ratio 存货周转率coupon 息票利息inventory processing period 存货周转期coupon payment 息票利息支付accounts payable turnover ratio 应付账款周转率coupon interest rate 息票利率cash conversion cycle 现金周转期maturity 到期日asset turnover ratio 资产周转率term to maturity 到期时间profitability ratio 盈利比率call provision赎回条款gross profit margin 毛利润call price 赎回价格operating profit margin 经营利润sinking fund provision 偿债基金条款net profit margin 净利润conversion right 转换权return on asset 资产收益率put provision 卖出条款return on total equity ratio 全部权益报酬率indenture 债务契约return on common equity 普通权益报酬率covenant 条款market-to-book value ratio 市场价值与账面价值比率trustee 托管人market value ratios 市场价值比率protective covenant 保护性条款dividend yield 股利收益率negative covenant 消极条款dividend payout 股利支付率positive covenant 积极条款financial statement财务报表secured deht担保借款profitability 盈利能力unsecured deht信用借款viability 生存能力creditworthiness 信誉solvency 偿付能力collateral 抵押品collateral trust bonds 抵押信托契约debenture 信用债券bond rating 债券评级current yield 现行收益yield to maturity 到期收益率default risk 违约风险interest rate risk 利息率风险authorized shares 授权股outstanding shares 发行股treasury share 库藏股repurchase 回购right to proxy 代理权right to vote 投票权independent auditor 独立审计师straight or majority voting 多数投票制cumulative voting 积累投票制liquidation 清算right to transfer ownership 所有权转移权preemptive right 优先认股权dividend discount model 股利折现模型capital asset pricing model 资本资产定价模型constant growth model 固定增长率模型growth perpetuity 增长年金mortgage bonds 抵押债券。
Agency Costs of Free Cash Flow, Corporate
e.g.
• Enterprise existing capital of 1,000,000yuan,
A project needs capital of 500,000yuan (NPV>0), B project needs capital of 300,000yuan (NPV>0), C project needs capital of 100,000yuan (NPV<0)， • Free cash flow: 200,000yuan
Evidence from the Oil Industry From 1973 to the late 1970’s, crude oil prices increased tenfold which generated large cash flows in the industry. 1.The exploration and development expenditures were so high that average returns were below the cost of capital. 2.The failure of diversification
Managers
1.To increase the resources under their control. 2.To avoid external financing and monitoring of the capital market
Main Ideas
The Role of Debt in Motivating Organizational Efficiency
Important Concept
1.Free Cash Flow
财务管理专业英语词汇表
topic 1financial management decision-makingacquirepublicly traded corporationsvice president of finance chief financial officer(CFO) chief executive officer(CEO) pivotalallocatevolatilitybalance sheetcapital budgetingworking capital management hurdle ratecapital structuremix of debt and equitycash dividendstockholderdividend policydividend-payout ratiostock repurchasestock offeringtradeoffcommon stockcurrent assetcurrent liability marketable security inventorytangible fixed assets intangible fixed assets patenttrademarkcreditorstockholders'equity financing mixrisk aversiontopic 2businessfinancial risksole proprietorship partnershiplimited partnershippartnerlimited partnergeneral partnerseparation of ownership and control claimmanagenment buyouttender offerNew York Stork Exchangefinancial standardsinitial public offering(IPO)private corporationclosely held corporationshareholderhoard of directorsexecutive directornon-executive directorchairpersoncontrollertreasurerMaster of Financial ManagementMaster of AccountingMaster of Business Administration(MBA) revenueprofitearnings per sharereturnmarket sharesocial goodfinancial distressstakeholder theoryvalue(wealth)maximizationcommon stockholder or shareholderdebt holderpreferred stockholder or shareholder well-beingdiversifylearning curvegoing concernagency problemfree-riding probleminformation asymmetryretail incestorinstitutional investoragency relationshipprincipal-agent or agency relationship net present value(NPV)creative accountingstock optionagency costbonding costmonitoring coststakeovertopic 3a profit and loss statementaccelerated methodsaccounts payableaccounts receivableaccrrual accountingaccrued expenseaccumulated depreciationaccumulated retained earningsaffiliateamortizationbalance sheetbasic earnings per sharebook valuebottom-up approachcapital surpluscash flow from financingcash flow from investingcash flow from operationscheckcommon stockcomplex capital structureconvertible securitiescorporate annual reportscredit salecurrent liabilitycurrent market valuedeferred taxdepreciationdiluted earnings per sharedilutivedirect methodearnings per shareFinancial Accounting Standards Board(FA financial statementfinancing cash flowsGenerally Accepted Accounting Principlehistorical costhybridincome statementindirect methodInternal Revenue Service(IRS)inventoryinvesting cash flowsjoint ventureliabilitylong-term liabilitymarketable securitiesmoney ordernet incomenote payableoperating cash flowsoperating income(loss)outstandingpreferred stockprofitabilityproperty,plant,and equipment(PPE)real estateSecurities and Exchange Commission(SEC) simple capital structuresolvencysource of cashstatement of cash flowstatement of change in shareholders' eq statement of retained earningsstraight-line depreciationtreasury stockuse of cashviabilitywarrantwithdrawaltopic 4financial ratiorestrictive covenanatsbond indenturefinancial analystliquidity ratiocurrent ratiolast-in ,first-out (LIFO)first-in ,first out (FIFO)window dressingmarketable securitiesquick ratiocash ratiodebt management ratiosdebt ratiodebt-to-equity ratioequity multiplierlong-term debt to total capital ratios leverage ratiosinterest coverage ratioearnings before interest and taxes (EBI cash Flow Coverage Ratioasset management ratiosaccounts receivable turnover ratios inventory turnover ratioinventory processing periodaccounts payable turnover ratiocash conversion cycleasset turnover ratiototal asset turnover ratioprofitability ratiogross profit marginoperating profit marginnet profit marginreturn on asset (ROA)return on total equity ratio (ROE) return on total equity (ROTE)return on common equity (ROCE)DuPont Analysis of ROEoperating profit marginP/E ratiomarket-to-book value ratiodividend yielddividend payoutlong-term ratiodebt-to-total-capitaltopic 5time value of moneysimple interstdebt instrumentannuityfuture value(FV)present value(PV)compound interestcompoundingprincipalmortgagecredit cardteminal valuediscountingdiscount rateopportunity costrequired rate of returncost of capitalordinary annuityannuity duedeferred annuityperpetuityface valueStandard & Poor's Corporation(S&P) Moody's Investors Service,Inc.(Moody's) Fitch Investor Servicescurrent yieldyield to maturity (YTM)default riskinterest rate riskauthorized sharesoutstanding sharestreasury sharerepurchaseright to voteindependent auditorright to proxystraight or majority votingcumulative votingliquidationright to transfer ownershippreemptive rightdividend discount modelcapital asset pricing model(CAPM) constant growth modelgrowth perpetuitytopic 6protfoliodiversifiable riskmarket riskexpected returnvolatilitystand-alone riskrandom variableprobabilityprobability distributionprobability distribution function normality assumptioncoefficientstandard deviationvariancesensitivity analysisscenario analysismean-variance worldnormal distributionefficient market hypothesis（EMH) price takerinvestor rationlityrational behaviorinstitutional investorretail investorallocationally efficient markets operationally efficient markets informationally efficient markets weak formsemi-strong formstrong formanomalyunderpricinginitial public offeringsMonday effectJanuary effectvalue effectpost-earnings announcement drift behavioral financeexpected utility theoryprospect theoryportfolio theorymutual fundmean-variance frontiercovariancecorrelation coefficientNew York Stock Exchange(NYSE) capital asset pricing model(CAPM) beta coefficientcompany-specific factorarbitrage pricing theory(APT)Topic 7 Capital Budgeting capital expenditurecapital budgetfinancial distressbankruptcyexpansion projectreplacement projectindependent projectmutually exclusive projectincremental cash flowssunk costopportunity costoverheadresidual valueside effectnet present value(NPV)profitability index(PI)internal rate of return(IRR)payback period(PP)discounted payback perioddiscounted cash flow(DCF)Fortune 500sensitivity analysisbreak-even analysiasimulationcapital rationingpost-auditTopic 8 Capital Market and Raising Fu financial marketmoney marketcapital markettreasury notesprimary marketsecondary marketoption contractfuture contractrepurchaseinvestment bankMerrill LynchSalomon Smith BarneyMorgan Stanley Dean WitterGoldman Sachscollateralunderwritingunderwritersyndicate of underwritermanipulateprivately held corporationpublicly held companystock offeringgo publicinitial public offering(IPO)seasoned issuespin-offspros and consincentive stock optiondilution of controlautonomyfloatationfloatation costunderpricingunseasoned issuepublic offerprivate placementpro ratarights offerprivileged subscriptionpreemptive rightcash offernegotiate offercost of capitalhurdle raterate of returnfinancing mixconvertible debtvariable-rate debtterm loanleaseweighted average cost of capital(WACC)Topic 9 Capital Structurehybird securityventure capitalistpublicly traded firmowner’s equityventure capitalnewly listed companyinvestment bankeroffering pricevoting rightwarrantunderlying common stockoption-like securitycontingent value rightsput optionoption exchangeput priceresidual claimline of creditbank debtleaseoperating leasecapital leaselessorlesseeconvertible debtconvertible bondconversion ratiomarket conversion valueconversion premiumpreferred stockfinancing mixconvertible preferred stockoptimal capital structuredesired or target capital structure earnings before interest and taxes(EBIT operating incomebusiness riskfinancial riskfinancial leveragefinancial economistModigliani and Miller(M&M)theorem transaction costmarket imperfectionreal assetsperfect capital marketlevered firmunlevered firmtax shieldtradeoff theoryinterest deductionpecking order theoryinternal financingexternal financinggeneral-purpose assetsspecial-purpose assetsoperating leverageMoody’s and Standard & Poor’sfinancial flexibilityreserve borrowing capacityTopic 10share repurchasedividend payout ratiochronologicaldeclaration dateex-dividend daterecord datepayment dateregular dividendliquidating dividendcash dividendsstock dividendsstock split"do-it-yourself"dividendproperty dividenddividend irrelevane theoryintrinsic valuefree cash flow hypothesishomemade dividendsbrokerage feedilution of ownershipresidual dividend policytarget capital structurestable dollar dividend policyconstant dividend payout ratiolow regular plus specially designated d stock price appreciationstock buybacktender offer(=takeover bid)open marketemployee stock option program(ESOP)Topic 11working captical managementmarketable securitynet working capticaljeopardizerelaxed or conservative approach restricted or aggressive approach moderate approachspeculative motiveprecautionary motivetransaction motivecompensating balanceBaumol cash management modelMiller-orr cash management model MarketabilityUS Treasury Billmaturitydufault risktax exempt instrumentcommercial paperrepurchase agreementnegotiable certificates of deposit(CDs) bankers'acceptancedisbursementfloatmail floatprocessing floatclearing time floatlock box systemconcentration bankingslowing disbursementcentralize payableszero balance account(ZBA)accounts receivabletrade creditconsumer creditcredit and collectiong policycredit termcredit perioddiscount perioddiscount rateaging scheduleaverage age of accounts receivablebad debt loss ratiosaturation pointprocrastinationperpetual inventory systemeconomic order quantity(EOQ)just-in-time(JIT)systemmaterial requirement planning (MRP)syst财务管理决策，决策的获得，取得（在财务中有时指购买；名词形式是acquisition，意为收购）公开上市公司，公众公司，上市公司（其他的表达法如，listed corporation，public corporation，etc）财务副总裁首席财务官首席执行官关键的，枢纽的（资源，权利等)配置（名词形式是allocation，如capital allocation，意为资本配置）易变的，不稳定性的（形容词形式是volatility，意为可变的，不稳定的）资产负债表资本预算营运资本管理门坎利率，最低报酬率资本结构负债与股票的组合现金股利股东（也可以用shareholder）股利政策股利支付比率股票回购（也可以用stock buyback）股票发行权衡，折中普通股流动资产流动负债流动性证券，有价证券存货有形固定资产无形固定资产专利商标债权人股东权益融资组合（指负债与所有者权益的比例关系）风险规避企业，商务，业务财务风险（有时也指金融风险）私人业主制企业合伙制企业有限合伙制企业合伙人有限责任合伙人一般合伙人所有权与经营权分离（根据权力提出）要求，要求权，主张，要求而得到的东西管理层收购（美）要约收购（美国称tender offer;英国称takeover bid)纽约股票交易所财务准则首次公开发行股票私募公司，未上市公司控股公司股东（也可以是stockholder)董事会执行董事非执行董事主席（chairmanor chairwoman)会计长司库财务管理专业硕士会计学硕士工商管理硕士收入利润每股盈余回报市场份额社会福利财务困境利益相关者理论价值（财富）最大化普通股股东（也可以是ordinary stockholder or shareholder债权人（也可以是debtor,creditor)优先股股东（英国人用preference stockholder or shareholder)福利多样化学习曲线持续的代理问题搭便车问题信息不对称散户投资者（为自己买卖证券而不是为任何公司或机构进行投资的个人投资者）机构投资者委托-代理关系（代理关系）净现值创造性会计，寻机性会计股票期权代理成本契约成本监督成本接管损益表加速折旧法应付账款应收账款应计制会计应计费用累计折旧累计留存收益分支机构摊销资产负债表基本每股收益账面价值倒推法资本盈余筹资活动现金流投资活动现金流经营活动现金流支票普通股复杂资本结构可转换证券公司年报赊销流动负债现行市场价值递延税款折旧稀释的每股收益（公司股票）冲减每股收益的直接法每股收益（盈余）（美国）会计准则委员会财务报表筹资现金流公认会计原则混合金融工具利润表间接法美国国内税务署存货投资现金流合资企业负债长期负债有价证券拨款单，汇款单，汇票净利润应付票据经营现金流经营收益（损失）（证券等）发行在外的优先股盈利能力土地、厂房与设备房地产（有时也用real property,或者就用property表示）（美国）证券交易委员会简单资本结构偿债能力现金来源现金流量表股东权益变动表留存收益表直线折旧法库存股现金运用生存能力认股权证提款财务比率限制性条款债券契约财务分析师流动性比率流动比率后进先出先进先出账面粉饰（是基金管理人的一种做法，即在季度末售出亏损股票，使其投资组合整个季度的回报率不至于被这些不良资产所拖累）速动比率现金比率债务管理比率债务比率债务与权益比率权益乘数长期债务与全部资本比率杠杠比率利率保障比率息税前盈余现金流量保障比率资产管理比率应收账款周转率存货周转率存活周转期应付账款周转率现金周转期资产周转比率全部资产周转率盈利比率毛利经营利润净利润资产收益率权益报酬率全部权益报酬率普通权益报酬率权益报酬率的杜邦分析体系市场价值比率市盈率市场价值与账面价值的比率股利收益率股利支付率长期比率债务与全部资本比率货币时间价值单利债务工具年金未来值，终值现值复利复利计算本金抵押信用卡终值折现计算折现率机会成本要求的报酬率资本成本普通年金先付年金递延年金永续年金面值标准普尔公司穆迪公司惠誉国际公司现行收益到期收益率违约风险利息率风险授权股发行股库藏股回购投票权独立审计师代理权多数投票制累积投票制清算所有权转移权优先认购权股利折现模型资本资产定价模型固定增长率模型增长年金组合可分散风险市场风险期望收益波动性个别风险随机变量概率概率分布概率分布函数正态假设系数标准离差率方差灵敏度分析情况分析均值-方差世界正态分布有效市场假设价格接受者投资者的理性理性行为机构投资者个人投资者.散户投资者配置有效市场运营有效市场信息有效市场弱势半强式强式异常（人或事物）价格低估首发股票星期一效应一月效应价值效应期后盈余披露行为财务期望效用理论期望理论组合理论共同基金均值-方差有效边界协方差相关系数纽约证券交易市场资本资产定价模型贝塔系数公司特有风险套利定价理论资本支出资本预算财务困境破产扩充项目更新项目独立项目互不相容项目增量现金流量沉没成本机会成本制造费用残余价值附加效应净现值现值指数内部收益率，内含报酬率回收期折现回收期折现现金流财富500指数敏感性分析盈亏平衡点分析模拟资本限额期后审计ng Funds金融市场货币市场资本市场国库券一级市场二级市场期权合约期货合约回购投资银行美林公司所罗门美邦投资公司摩根士丹利-添惠公司高盛公司抵押（股份等的）签名承受；承销，报销承销商承销辛迪加操纵私人控股公司公众控股公司股票发行公开上市适时发行、增发（seasoned是指新股稳定发行。
Agency Costs of Free Cash Flow,Corporate Finance,Takeovers
Agency Costs of Free Cash Flow, Corporate Finance, and TakeoversMichael C. JensenAmerican Economic Review, May 1986, V ol. 76, No. 2, pp. 323-329.Corporate managers are the agents of shareholders, a relationship fraught with conflict ing interests. Agency theory, the analysis of such conflicts, is now a major part of th e economics literature. The payout of cash to shareholders creates major conflicts tha t have received little attention. Payouts to shareholders reduce the resources under ma nagers’control, thereby reducing managers’power, and making it more likely they w ill incur the monitoring of the capital markets which occurs when the firm must obtai n new capital (see Easterbrook, 1984, and Rozeff, 1982). Financing projects internall y avoids this monitoring and the possibility the funds will be unavailable or availabl e only at high explicit prices.Managers have incentives to cause their firms to grow beyond the optimal size. Growt h increases managers’power by increasing the resources under their control. It is als o associated with increases in managers’compensation, because changes in compens ation are positively related to the growth in sales (see Murphy, 1985). The tendency o f firms to reward middle managers through promotion rather than year-to-year bonuse s also creates a strong organizational bias toward growth to supply the new positions t hat such promotion-based reward systems require (see Baker, 1986).Competition in the product and factor markets tends to drive prices towards minimu m average cost in an activity. Managers must therefore motivate their organizations t o increase efficiency to enhance the problem of survival. However, product and facto r market disciplinary forces are often weaker in new activities and activities that invol ve substantial economic rents or quasi rents. In these cases, monitoring by the firm’s i nternal control system and the market for corporate control are more important. Activi ties generating substantial economic rents or quasi rents are the types of activities tha t generate substantial amounts of free cash flow.Free cash flow is cash flow in excess of that required to fund all projects that have pos itive net present values when discounted at the relevant cost of capital. Conflicts of int erest between shareholders and managers over payout policies are especially severe w hen the organization generates substantial free cash flow. The problem is how to moti vate managers to disgorge the cash rather than investing it at below the cost of capita l or wasting it on organization inefficiencies.The theory developed here explains 1) the benefits of debt in reducing agency costs o f free cash flows, 2) how debt can substitute for dividends, 3) why “diversification” p rograms are more likely to generate losses than takeovers or expansion in the same line of business or liquidation-motivated takeovers, 4) why the factors generating takeov er activity in such diverse activities as broadcasting and tobacco are similar to thosei n oil, and 5) why bidders and some targets tend to perform abnormally well prior to ta keover.I. The Role of Debt in Motivating Organizational EfficiencyThe agency costs of debt have been widely discussed, but the benefits of debt in motiv ating managers and their organizations to be efficient have been ignored. I call these e ffects the ”control hypothesis”for debt creation.Managers with substantial free cash flow can increase dividends or repurchase stock a nd thereby pay out current cash that would otherwise be invested in low-return project s or wasted. This leaves managers with control over the use of future free cash flow s, but they can promise to pay out future cash flows by announcing a ”permanent” in crease in the dividend. Such promises are weak because dividends can be reduced in t he future. The fact that capital markets punish dividend cuts with large stock price red uctions is consistent with the agency costs of free cash flow.Debt creation, without retention of the proceeds of the issue, enables managers to effe ctively bond their promise to pay out future cash flows. Thus, debt can be an effectiv e substitute for dividends, something not generally recognized in the corporate financ e literature. By issuing debt in exchange for stock, managers are bonding their promis e to pay out future cash flows in a way that cannot be accomplished by simple dividen d increases. In doing so, they give shareholder recipients of the debt the right to take t he firm into bankruptcy court if they do not maintain their promise to make the interes t and principal payments. Thus debt reduces the agency costs of free cash flow by red ucing the cash flow available for spending at the discretion of managers. These contro l effects of debt are a potential determinant of capital structure.Issuing large amounts of debt to buy back stock also sets up the required organization al incentives to motivate managers and to help them overcome normal organizationa l resistance to retrenchment which the payout of free cash flow often requires. The thr eat caused by failure to make debt service payments serves as an effective motivating force to make such organizations more efficient. Stock repurchases for debt or cash also has tax advantages. (Interest payments are tax deductible to the corporation, an d that part of the repurchase proceeds equal to the seller’s tax basis in the stock is no t taxed at all.)Increased leverage also has costs. As leverage increases, the usual agency costs of deb t rise, including bankruptcy costs. The optimal debt-equity ratio is the point at which f irm value is maximized, the point where the marginal costs of debt just offset the mar ginal benefits.The control hypothesis does not imply that debt issues will always have positive contr ol effects. For example, these effects will not be as important for rapidly growing orga nizations with large and highly profitable investment projects but no free cash flow. S uch organizations will have to go regularly to the financial markets to obtain capita l. At these times the markets have an opportunity to evaluate the company, its manage ment, and its proposed projects. Investment bankers and analysts play an important rol e in this monitoring, and the market’s assessment is made evident by the price investo rs pay for the financial claims.The control function of debt is more important in organizations that generate large cas h flows but have low growth prospects, and even more important in organizations tha t must shrink. In these organizations the pressures to waste cash flows by investing th em in uneconomic projects is most serious.II. Evidence from Financial RestructuringThe free cash flow theory of capital structures helps explain previously puzzling result s on the effects of financial restructuring. My paper with Clifford Smith (1985, Tabl e 2) and Smith (1986, Tables 1 and 3) summarize more than a dozen studies of stock p rice changes at announcements of transactions which change capital structure. Most le verage-increasing transactions, including stock repurchases and exchange of debt or p referred for common, debt for preferred, and income bonds for preferred, result in sig nificant positive increases in common stock prices. The 2-day gains range from 21.9 p ercent (debt for common) to 2.2 percent (debt or income bonds for preferred). Most le verage-reducing transactions, including the sale of common, and exchange of commo n for debt or preferred, or preferred for debt, and the call of convertible bonds or conv ertible preferred forcing conversion into common, result in significant decreases in sto ck prices. The 2-day losses range from -9.9 percent (common for debt) to -0.4 percen t (for call of convertible preferred forcing conversion to common). Consistent with thi s, free cash flow theory predicts that, except for firms with profitable unfunded invest ment projects, prices will rise with unexpected increases in payouts to shareholders (o r promises to do so), and prices will fall with reductions in payments or new requests f or funds (or reductions in promises to make future payments).The exceptions to the simple leverage change rule are targeted repurchases and the sal e of debt (of all kinds) and preferred stock. These are associated with abnormal pric e declines (some of which are insignificant). The targeted repurchase price decline see ms to be due to the reduced probability of takeover. The price decline on the sale of de bt and preferred stock is consistent with the free cash flow theory because these sale s bring new cash under the control of managers. Moreover, the magnitudes of the valu e changes are positively related to the change in the tightness of the commitment bonding the payment of future cash flows; for example, the effects of debt for preferred ex changes are smaller than the effects of debt for common exchanges. Tax effects can ex plain some of these results, but not all, for example, the price increases on exchange o f preferred for common, which has no tax effects.III. Evidence from Leveraged Buyout and Going Private Transactions Many of the be nefits in going private and leveraged buyout (LBO) transactions seem to be due to th e control function of debt. These transactions are creating a new organizational form t hat competes successfully with the open corporate form because of advantages in con trolling the agency costs of free cash flow. In 1984, going private transactions totale d $10.8 billion and represented 27 percent of all public acquisitions (by number, see G rimm, 1984, 1985, 1986, Figs. 36 and 37). The evidence indicates premiums paid aver age over 50 percent.Desirable leveraged buyout candidates are frequently firms or divisions of larger firm s that have stable business histories and substantial free cash flow (i.e., low growth pr ospects and high potential for generating cash flows)—situations where agency cost s of free cash flow are likely to be high. The LBO transactions are frequently financed with high debt; 10 to 1 ratios of debt to equity are not uncommon. Moreover, the use of strip financing and the allocation of equity in the deals reveal a sensitivity to ince ntives, conflicts of interest, and bankruptcy costs.Strip financing, the practice in which risky nonequity securities are held in approxima tely equal proportions, limits the conflict of interest among such securities’ holders a nd therefore limits bankruptcy costs. A somewhat oversimplified example illustrates t he point. Consider two firms identical in every respect except financing. Firm A is enti rely financed with equity, and firm B is highly leveraged with senior subordinated deb t, convertible debt and preferred as well as equity. Suppose firm B securities are sold only in strips, that is, a buyer purchasing X percent of any security must purchase X percent of all securities, and the securities are ”stapled”together so they cannot b e separated later. Security holders of both firms have identical unleveraged claims on t he cash flow distribution, but organizationally the two firms are very different. If fir m B managers withhold dividends to invest in value-reducing projects or if they are in competent, strip holders have recourse to remedial powers not available to the equit y holders of firm A. Each firm B security specifies the rights its holder has in the even t of default on its dividend or coupon payment, for example, the right to take the fir m into bankruptcy or to have board representation. As each security above the equit y goes into default, the strip holder receives new rights to intercede in the organizatio n. As a result, it is easier and quicker to replace managers in firm B.Moreover, because every security holder in the highly leveraged firm B has the sam e claim on the firm, there are no conflicts among senior and junior claimants over reorganization of the claims in the event of default; to the strip holder it is a matter of mov ing funds from one pocket to another. Thus firm B need never go into bankruptcy, th e reorganization can be accomplished voluntarily, quickly, and with less expense an d disruption than through bankruptcy proceedings.Strictly proportional holdings of all securities is not desirable, for example, because o f IRS restrictions that deny tax deductibility of debt interest in such situations and limi ts on bank holdings of equity. However, riskless senior debt needn’t be in the strip, an d it is advantageous to have top-level managers and venture capitalists who promote t he transactions hold a larger share of the equity. Securities commonly subject to stri p practice are often called ”mezzanine” financing and include securities with priority s uperior to common stock yet subordinate to senior debt.Top-level managers frequently receive 15-20 percent of the equity. Venture capitalist s and the funds they represent retain the major share of the equity. They control the bo ard of directors and monitor managers. Managers and venture capitalists have a stron g interest in making the venture successful because their equity interests are subordina te to other claims. Success requires (among other things) implementation of changes t o avoid investment in low return projects to generate the cash for debt service and to i ncrease the value of equity. Less than a handful of these ventures have ended in bankr uptcy, although more have gone through private reorganizations. A thorough test of thi s organizational form requires the passage of time and another recession.IV. Evidence from the Oil IndustryRadical changes in the energy market since 1973 simultaneously generated large incre ases in free cash flow in the petroleum industry and required a major shrinking of the i ndustry. In this environment the agency costs of free cash flow were large, and the tak eover market has played a critical role in reducing them. From 1973 to the late 1970’s, crude oil prices increased tenfold. They were initially accompanied by increases i n expected future oil prices and an expansion of the industry. As consumption of oil fe ll, expectations of future increases in oil prices fell. Real interest rates and exploratio n and development costs also increased. As a result the optimal level of refining and d istribution capacity and crude reserves fell in the late 1970’s and early 1980’s, leavin g the industry with excess capacity. At the same time profits were high. This occurre d because the average productivity of resources in the industry increased while the ma rginal productivity decreased. Thus, contrary to popular beliefs, the industry had to sh rink. In particular, crude oil reserves (the industry’s major asset) were too high, and cu tbacks in exploration and development (E&D) expenditures were required (see Jense n, 1986).Price increases generated large cash flows in the industry. For example, 1984 cash flows of the ten largest oil companies were $48.5 billion, 28 percent of the total cash flo ws of the top 200 firms in Dun’s Business Month survey. Consistent with the agency c osts of free cash flow, management did not pay out the excess resources to shareholde rs. Instead, the industry continued to spend heavily on E&D activity even though aver age returns were below the cost of capital.Oil industry managers also launched diversification programs to invest funds outside t he industry. The programs involved purchases of companies in retailing (Marcor by M obil), manufacturing (Reliance Electric by Exxon), office equipment (Vydec by Exxo n) and mining (Kennecott by Sohio, Anaconda Minerals by Arco, Cyprus Mines by A moco). These acquisitions turned out to be among the least successful of the last deca de, partly because of bad luck (for example, the collapse of the minerals industry) an d partly because of a lack of management expertise outside the oil industry. Althoug h acquiring firm shareholders lost on these acquisitions, the purchases generated socia l benefits to the extent that they diverted cash to shareholders (albeit target shareholde rs) that otherwise would have been wasted on unprofitable real investment projects. Two studies indicate that oil industry exploration and development expenditures hav e been too high since the late 1970’s. McConnell and Muscarella (1986) find that ann ouncements of increases in E&D expenditures in the period 1975-81 were associated with systematic decreases in the announcing firm’s stock price, and vice versa. These results are striking in comparison with their evidence that the opposite market reacti on occurs to changes in investment expenditures by industrial firms, and similar SE C evidence on increases in R&D expenditures. (See Office of the Chief Economist, S EC 1985.) Picchi’s study of returns on E&D expenditures for 30 large oil firms indicat es on average the industry did not earn ” . . even a 10% return on its pretax outlays” (1 985, p. 5) in the period 1982-84. Estimates of the average ratio of the present value o f future net cash flows of discoveries, extensions, and enhanced recovery to E&D exp enditures for the industry ranged from less than 60 to 90 cents on every dollar investe d in these activities.V. Takeovers in the Oil IndustryRetrenchment requires cancellation or delay of many ongoing and planned projects. T his threatens the careers of the people involved, and the resulting resistance means suc h changes frequently do not get made in the absence of a crisis. Takeover attempts ca n generate crises that bring about action where none would otherwise occur.Partly as a result of Mesa Petroleum’s efforts to extend the use of royalty trusts whic h reduce taxes and pass cash flows directly through to shareholders, firms in the oil in dustry were led to merge, and in the merging process they incurred large increases i n debt, paid out large amounts of capital to shareholders, reduced excess expenditures in E&D and reduced excess capacity in refining and distribution. The result has bee n large gains in efficiency and in value. Total gains to shareholders in the Gulf/Chevro n, Getty/Texaco, and Dupont/Conoco mergers, for example, were over $17 billion. M ore is possible. Allen Jacobs (1986) estimates total potential gains of about $200 billio n from eliminating inefficiencies in 98 firms with significant oil reserves as of Decem ber 1984.Actual takeover is not necessary to induce the required retrenchment and return of res ources to shareholders. The restructuring of Phillips and Unocal (brought about by thr eat of takeover) and the voluntary Arco restructuring resulted in stockholder gains ran ging from 20 to 35 percent of market value (totalling $6.6 billion). The restructuring i nvolved repurchase of from 25 to 53 percent of equity (for over $4 billion in each cas e), substantially increased cash dividends, sales of assets, and major cutbacks in capita l spending (including E&D expenditures). Diamond-Shamrock’s reorganization is furt her support for the theory because its market value fell 2 percent on the announcemen t day. Its restructuring involved, among other things, reducing cash dividends by 43 pe rcent, repurchasing 6 percent of its shares for $200 million, selling 12 percent of a ne wly created master limited partnership to the public, and increasing expenditures on oi l and gas exploration by $100 million/year.VI. Free Cash Flow Theory of TakeoversFree cash flow is only one of approximately a dozen theories to explain takeovers, al l of which I believe are of some relevance (Jensen, 1986). Here I sketch out some emp irical predictions of the free cash flow theory, and what I believe are the facts that len d it credence.The positive market response to debt creation in oil industry takeovers (as well as else where, see Bruner, 1985) is consistent with the notion that additional debt increases ef ficiency by forcing organizations with large cash flows but few high-return investmen t projects to disgorge cash to investors. The debt helps prevent such firms from wastin g resources on low-return projects.Free cash flow theory predicts which mergers and takeovers are more likely to destro y, rather than to create, value; it shows how takeovers are both evidence of the conflic ts of interest between shareholders and managers, and a solution to the problem. Acqu isitions are one way managers spend cash instead of paying it out to shareholders. The refore, the theory implies managers of firms with unused borrowing power and large f ree cash flows are more likely to undertake low-benefit or even value-destroying merg ers. Diversification programs generally fit this category, and the theory predicts the y will generate lower total gains. The major benefit of such transactions may be that t hey involve less waste of resources than if the funds had been internally invested in unprofitable projects. Acquisitions not made with stock involve payout of resources t o (target) shareholders and this can create net benefits even if the merger generates op erating inefficiencies. Such low-return mergers are more likely in industries with larg e cash flows whose economics dictate that exit occur. In declining industries, merger s within the industry create value, and mergers outside the industry are more likely t o be low- or even negative-return projects. Oil fits this description and so does tobacc o. Tobacco firms face declining demand due to changing smoking habits but generat e large free cash flow and have been involved in major acquisitions recently. Forest pr oducts is another industry with excess capacity. Food industry mergers also appear t o reflect the expenditure of free cash flow. The industry apparently generates large cas h flows with few growth opportunities. It is therefore a good candidate for leveraged b uyouts and they are now occurring. The $6.3 billion Beatrice LBO is the largest eve r. The broadcasting industry generates rents in the form of large cash flows on its licen ses and also fits the theory. Regulation limits the supply of licenses and the number o wned by a single entity. Thus, profitable internal investments are limited and the indus try’s free cash flow has been spent on organizational inefficiencies and diversificatio n programs—making these firms takeover targets. CBS’s debt for stock restructuring f its the theory.The theory predicts value-increasing takeovers occur in response to breakdowns of int ernal control processes in firms with substantial free cash flow and organizational poli cies (including diversification programs) that are wasting resources. It predicts hostil e takeovers, large increases in leverage, dismantlement of empires with few economie s of scale or scope to give them economic purpose (for example, conglomerates), an d much controversy as current managers object to loss of their jobs or the changes in o rganizational policies forced on them by threat of takeover.The debt created in a hostile takeover (or takeover defense) of a firm suffering sever e agency costs of free cash flow is often not permanent. In these situations, levering th e firm so highly that it cannot continue to exist in its old form generates benefits. It cr eates the crisis to motivate cuts in expansion programs and the sale of those division s which are more valuable outside the firm. The proceeds are used to reduce debt t o a more normal or permanent level. This process results in a complete rethinking of t he organization’s strategy and its structure. When successful a much leaner and compe titive organization results.Consistent with the data, free cash flow theory predicts that many acquirers will tend t o have exceptionally good performance prior to acquisition. (Again, the oil industry fi ts well.) That exceptional performance generates the free cash flow for the acquisitio n. Targets will be of two kinds: firms with poor management that have done poorly pri or to the merger, and firms that have done exceptionally well and have large free cash flow which they refuse to pay out to shareholders. Both kinds of targets seem to exis t, but more careful analysis is desirable (see Mueller, 1980).The theory predicts that takeovers financed with cash and debt will generate larger be nefits than those accomplished through exchange of stock. Stock acquisitions tend t o be different from debt or cash acquisitions and more likely to be associated with gr owth opportunities and a shortage of free cash flow; but that is a topic for future consi deration.The agency cost of free cash flow is consistent with a wide range of data for which th ere has been no consistent explanation. I have found no data which is inconsistent wit h the theory, but it is rich in predictions which are yet to be tested.ReferencesBaker, George (1986). ”Compensation and Hierarchies.” Harvard Business School . Bruner, Robert F. (1985). ”The Use of Excess Cash and Debt Capacity as Motive for Merger.” Colgate Darden Graduate School of Business (December).DeAngelo, Harry, Linda DeAngelo and Edward M. Rice (1984). ”Going Private: Minority Freezeouts and Shareholder Wealth.” Journal of Law and Economics 27 (Oc tober).Donaldson, Gordon (1984). Managing Corporate Wealth. New York, Praeger. Dun’s Business Month (1985). Cash Flow: The Top 200: 44-50.Easterbrook, Frank H. (1984). ”Two Agency-Cost Explanations of Dividends.” Ameri can Economic Review 74 : 650-59.Grimm, W. T. (1984, 1985, 1986). ”Mergerstat Review, Annual Editions.” . Jacobs, E. Allen (1986). ”The Agency Cost of Corporate Control: The Petroleum Industry.” Massachusetts Institute of Technology (March).Jensen, Michael C. (1985). ”When Unocal Won Over Pickins, Shareholders and Socie ty Lost.” Financier 9 (November): 50-52.Jensen, Michael C. (1986). ”The Takeover Controversy: Analysis and Evidence.”Midland Corporate Finance Journal 4, no. 2 (Summer): 6-32.Jensen, M. C. and Jr. Clifford Smith (1985). ”Stockholder, Manager and Creditor Interests: Applications of Agency Theory”. Recent Advances in Corporate Financ e. E. I. Altman and M. G. Subrahmanyam. Homewood, Illinois, Irwin: 93-131. Lowenstein, L. (1985). ”Management Buyouts.” Columbia Law Review 85 (May): 73 0-784.McConnell, John J. and Chris J. Muscarella (1986). ”Corporate Capital Expenditure Decisions and the Market Value of the Firm.” Journal of Financial Economics . Mueller, D. (1980). The Determinants and Effects of Mergers. Cambridge, Oelgeschlager.Murphy, Kevin J. (1985). ”Corporate Performance and Managerial Remuneration: An Empirical Analysis.” Journal of Accounting and Economics 7 (April): 11-42. Picchi, B. (1985). Structure of the U.S. Oil Industry: Past and Future, Salomon Brothe rs.Rozeff, Michael (1982). ”Growth, Beta and Agency Costs as Determinants of Dividen d Payout Ratios.” Journal of Financial Research 5 : 249-259.SEC Office of the Chief Economist (1985). Institutional Ownership, Tender Offers an d Long-Term Investments.Smith, Clifford W. (1986). ”Investment Banking and the Capital Acquisition Process.”Journal of Financial Economics 15 (Nos. 1-2).。
薪酬管理外文文献翻译
薪酬管理外文文献翻译The existence of an agency problem in a corporation due to the separation of ownership and control has been widely studied in literatures. This paper examines the effects of management compensation schemes on corporate investment decisions. This paper is significant because it helps to understand the relationship between them. This understandings allow the design of an optimal management compensation scheme to induce the manager to act towards the goals and best interests of the company. Grossman and Hart (1983) investigate the principal agency problem. Since the actions of the agent are unobservable and the first best course of actions can not be achieved, Grossman and Hart show that optimal management compensation scheme should be adopted to induce the manager to choose the second best course of actions. Besides management compensation schemes, other means to alleviate the agency problems are also explored. Fama and Jensen (1983) suggest two ways for reducing the agency problem: competitive market mechanisms and direct contractual provisions. Manne (1965) argues that a market mechanism such as the threat of a takeover provided by the market can be used for corporate control. "Ex-post settling up" by the managerial labour market can also discipline managers and induce them to pursue the interests of shareholders. Fama (1980) shows that if managerial labour markets function properly, and if the deviation of the firm's actual performancefrom stockholders' optimum is settled up in managers' compensation, then the agency cost will be fully borne by the agent (manager).The theoretical arguments of Jensen and Meckling (1976) and Haugen and Senbet (1981), and empirical evidence of Amihud andLev (1981), Walking and Long (1984), Agrawal and Mandelker (1985), andBenston (1985), among others, suggest that managers' holding of common stock and stock options have an important effect on managerial incentives. For example, Benston finds that changes in the value of managers' stock holdings are larger than their annual employment income. Agrawal and Mandelker find that executive security holdings have a role in reducing agency problems. This implies that the share holdings and stock options of the managers are likely to affect the corporate investment decisions. A typical management scheme consists of flat salary, bonus payment and stock options. However, the studies, so far, only provide links between the stock options and corporate investment decisions. There are few evidences that the compensation schemes may have impacts on thecorporate investment decisions. This paper aims to provide a theoretical framework to study the effects of management compensation schemes on the corporate investment decisions. Assuming that the compensation schemes consist of flat salary, bonus payment, and stock options, I first examine the effects of alternative compensation schemes on corporate investment decisions under all-equity financing. Secondly, I examine the issue in a setting where a firm relies on debt financing. Briefly speaking, the findings are consistent with Amihud and Lev's results.Managers who have high shareholdings and rewarded by intensive profit sharing ratio tend to underinvest.However, the underinvestment problem can be mitigated by increasing the financial leverage. The remainder of this paper is organised as follows. Section II presents the model. Section HI discusses the managerial incentives under all-equity financing. Section IV examines the managerial incentives under debt financing. Section V discusses the empirical implications and presents the conclusions of the study.I consider a three-date two-period model. At time t0, a firm is established and goes public. There are now two kinds of owners in the firm, namely, the controlling shareholder and the atomistic shareholders. The proceeds from initial public offering are invested in some risky assets which generate an intermediate earnings, I, at t,. At the beginning, the firm also decides its financial structure. A manager is also hired to operate the firm at this time. The manager is entitled to hold a fraction of the firm's common stocks and stock options, a (where0<a<l), at the beginning of the first period. At time t,, the firm receives intermediate earnings, denoted by I, from the initial asset. At the same time, a new project investment is available to the firm. For simplicity, the model assumes that the firm needs all the intermediate earnings, I, to invest in the new project. If the project is accepted at t,, it produces a stochastic earnings Y in t2, such that Y={I+X, I-X}, with Prob[Y=I+X] = p and Prob[Y=I-X] = 1-p, respectively. The probability, p, is a uniform density function with an interval rangedfrom 0 to 1. Initially, the model also assumes that the net earnings, X, is less than initial investment, I. This assumption is reasonable since most of the investment can not earn a more than 100% rate of return. Later, this assumption is relaxed to investigate the effect of the extraordinarily profitable investment on the results. For simplicity, It is also assumed that there is no time value for the money and no dividend will be paid before t2. If the project is rejected at t,, the intermediate earnings, I, will be kept in the firm and its value at t2 will be equal to I. Effects of Management Compensation Schemes on Corporate Investment Decision Overinvestment versus UnderinvestmentA risk neutral investor should invest in a new project if it generates a positiexpected payoff. If the payoff is normally or symmetrically distributed, tinvestor should invest whenever the probability of making a positive earninggreater than 0.5. The minimum level of probability for making an investment the neutral investor is known as the cut-off probability. The project will generzero expected payoff at a cut-off probability. If the investor invests only in tprojects with the cut-off probability greater than 0.5, then the investor tendsinvest in the less risky projects and this is known as the underinvestment. Ifinvestor invests the projects with a cut-off probability less than 0.5, then tinvestor tends to invest in more risky projects and this is known as thoverinvestment. In the paper, it is assumed that the atomistic shareholders risk neutral, the manager and controlling shareholder are risk averse.It has been argued that risk-reduction activities are considered as managerial perquisites in the context of the agency cost model. Managers tend to engage in these risk-reduction activities to decrease their largely undiversifiable "employment risk" (Amihud and Lev 1981). The finding in this paper is consistent with Amihud and Lev's empirical result. Managers tend to underinvest when they have higher shareholdings and larger profit sharing percentage. This result is independent of the level of debt financing. Although the paper can not predict themanager's action when he has a large profit sharing percentage and the profit cashflow has high variance (X > I), it shows that the manager with high shareholding will underinvest in the project. This is inconsistent with the best interests of the atomistic shareholders. However, the underinvestment problem can be mitigated by increasing the financial leverage.The results and findings in this paper provides several testable hypotheses forfuture research. If the managers underinvest in the projects, the company willunderperform in long run. Thus the earnings can be used as a proxy forunderinvestment, and a negative relationship between earningsandmanagement shareholdings, stock options or profit sharing ratiois expected.As theunderinvestment problem can be alleviated by increasing the financialleverage, a positiverelationship between earnings and financial leverage isexpected.在一个公司由于所有权和控制权的分离的代理问题存在的文献中得到了广泛的研究。
外文翻译--交错董事会,管理防御和股利政策1
本科毕业论文（设计）外文翻译原文：Staggered Boards, Managerial Entrenchment, and Dividend Policy 2 Background, literature review, and hypothesis development2.1 The role of staggered boards in entrenching incumbentsIn the U.S., boards of directors can be either unitary or staggered. In firms with a unitary board, all directors stand for election each year. In firms with a staggered or classified board, directors are divided into three classes, with one class of directors standing for election at each annual meeting of shareholders. Ordinarily, a classified board has three classes of directors, which in most states of incorporation is the maximum number of classes allowed by state corporate law (Bebchuk and Cohen 2005).Boards can be removed in one of the following two ways. First, a replacement can occur due to a stand-alone proxy fight brought about by a rival team that attempts to replace the incumbents but continues to run the firm as a stand-alone entity. Second, a board may be replaced as a consequence of a hostile takeover. Either way, the difficulty with which directors can be removed critically depends on whether the firm has a staggered board.In a stand-alone proxy contest, staggered boards make it considerably more difficult to win control by requiring a rival team to prevail in two elections. In a hostile takeover, staggered boards protect incumbents from removal due to the interaction between incumbents and a board’s power to adopt and maintain a poison pill 3. Before the adoption of the poison pill defense, staggered boards were deemed only a mild defense mechanism, as they did not impede the acquisition of a control block. The acceptance of the poison pill, however, has immensely strengthened the anti-takeover power of staggered boards.Two powerful recent studies by Bebchuk and Cohen (2005) and Faleye (2007) demonstrate that firms with staggered board’s exhibit significantly lower value than those with unitary boards. Thus, the evidence is in accordance with the notion that staggered boards promote managerial entrenchment, exacerbate agency conflicts, and ultimately hurt firm value.2.2 Prior literatureExisting literature provides evidence consistent with the agency role of dividends in Alleviating Jensen’s (1986) free cash flow problem (Easterbrook 1984; Lang and Litzenberger 1989; Smith and Watts 1992; Gaver and Gaver 1993). Agency theory represents a general framework for the role of dividends as a way of reducing the costs of manager-shareholder agency conflict (Easterbrook 1984). Dividends reduce the amount of sub-optimal investment, impose additional monitoring by forcing the manager to address the external financing market, and increase managerial risk-taking (by replacing leverage, dividends lower the expected loss of human capital due to bankruptcy).Many recent studies document a negative relation between dividend payouts and Gompers et al.’s (2003) Governance Index (Jiraporn and Ning 2006; Pan 2007; John and Knyazeva 2006; and Officer 2006). The Governance Index has a serious weakness in that it assigns equal weights to all the governance provisions included in the construction of the index. Although other governance provisions may also exacerbate managerial entrenchment, there is strong empirical evidence that staggered boards have a far more potent effect than any other governance provision.4Two crucial studies by Bebchuk and Cohen (2005) and Bebchuk and Cohen (2005) show that, even after accounting for the effects of other governance provisions, staggered boards still exhibit a strong negative impact on firm value. In fact, the regression results reveal that the impact of staggered boards on firm value is seven times stronger than the effects of other governance provisions. Bebchuk and Cohen(2005) conclude that “staggered boards play a relativ ely large role compared to the average role of other provisions included in the GIM Index.”5 The effect of staggered boards on firm value is not only statistically significant but alsoeconomically significant. Having a staggered board is associated with T obin’s q that is lower by 17 percentage points (Bebchuk and Cohen 2005).Additional evidence on the effect of staggered boards is reported in several recent studies. For example, Faleye (2007) reports that staggered boards reduce the probability of forced CEO turnover, are associated with a lower sensitivity of CEO turnover to firm performance and are correlated with a lower sensitivity of CEO compensation to changes in shareholder wealth .Masulis et al. (2007) demonstrate that announcement period returns are 0.57% to 0.91% lower for bidding firms with staggered boards. They attribute this finding to the self-serving behavior of acquiring firm managers, who themselves are insulated from the market for corporate control.Jiraporn and Liu (2008) examine how capital structure decisions are influenced by the presence of a staggered board. The evidence reveals that even after controlling for the effects of other governance provisions, firms with staggered boards are significantly less leveraged than those with unitary boards. They argue that staggered boards promote managerial entrenchment, thereby allowing opportunistic managers to eschew the disciplinary mechanisms associated with debt financing. The regression results show that the impact of staggered boards on leverage is six to nine times stronger than the effects of other governance provisions included in Gompers et al.’s (2003) Index.Furthermore, staggered boards have become a subject of intense investor scrutiny. Institutional Shareholder Services (ISS) recommends in its 2006 proxy voting guidelines that its membership vote against proposals to stagger a board or vote for proposals to repeal staggered board provisions. Additionally, ISS recommends withholding votes for directors who ignore shareholder resolutions to de-stagger a board. ISS also lowers its governance score for firms with staggered boards6. Similarly, CalPER, the largest public pension fund in the U.S., has targeted firms for shareholder votes to remove staggered boards from their corporate charters. Various mutual fund companies including TIAA-CREF and Fidelity Investments also call for voting against the adoption of and for the removal of staggered board provisions. No other governance provisions have attracted nearly as much controversy from investorsas staggered boards, underscoring staggered boards’ dominant role relative to other governance provisions.Given the above discussion, it is obvious that staggered boards have a serious impact on several critical corporate outcomes, including overall firm value, capital structure, CEO compensation, CEO turnover and takeover gains. It also appears that the effect of staggered boards is large relative to the average effect of other corporate governance provisions. The significance of staggered boards cannot be overemphasized. Consequently, in this study, we narrowly concentrate on the role of staggered boards and investigate their impact on dividend payouts.2.3 Hypothesis developmentGrounded in agency theory, our general hypothesis is that there is a link between staggered boards and dividend payouts, as both are related to agency costs. However, it is unclear what the exact relation should be between staggered boards and dividend policy. On the basis of previous literature in this area, we advance four possible hypotheses.2.4 The irrelevance hypothesisThis view posits that there is no significant difference in dividend policy between firms with staggered boards and those with unitary boards. Dividends are “sticky.” Once dividends are initiated, managers are extremely unwilling to cut back or terminate dividends (Lintner 1956; Allen and Michaely 2003; Brav et al. 2005), possibly making irrelevant any managerial entrenchment engendered by staggered boards.2.5 The managerial opportunism hypothesisThis argument is based on the free cash flow hypothesis (Jensen 1986). This view argues that dividend policy is determined by managers who would rather retain cash within the firm for perquisite consumption, for empire building or for investing in projects that enhance their personal prestige but do not necessarily benefit shareholders. As staggered boards can entrench inefficient managers, opportunistic managers may choose to keep more cash within the firm and pay less out as dividends. The empirical prediction of this hypothesis is that firms with staggered boards shouldpay less dividends than those with unitary boards.2.6 The agency cost alleviation hypothesisPayout policy is one mechanism for alleviating the manager-shareholder conflict. However, the efficacy of payout policy in reducing agency costs hinges largely on the degree of restriction on managerial actions. Without pre-commitment, poorly-monitored managers can ex post deviate from the payout policy and use free cash flow to finance inefficient investment. Given the negative market reaction to dividend cuts and infrequent deviations from dividend policy, dividends help constrain the manager through the high cost of deviation and constitute an effective pre-commitment mechanism in the presence of a severe agency conflict (John and Knyazeva 2006).As shareholders observe that firms with staggered boards may be more prone to managerial entrenchment and rationally anticipate the larger extent of the free cash flow problem, the necessity for dividends should be stronger for firms with staggered boards than for firms with unitary boards.Dividend payment imposes a tax cost on the payer firm. Moreover, dividend paying firms also incur the cost of forgone positive-NPV projects or the additional cost of raising external financing to fund them when internal cash flow is inadequate. Since dividends are costly, firms that are less vulnerable to managerial entrenchment (i.e., firms without staggered boards) should be less inclined to pay dividends and should pay lower dividends on average.2.7 The signaling hypothesisThis hypothesis is based on an argument made by La Porta et al. (2000). This view relies critically on the assumption that firms need to raise money in the external capital markets, at least occasionally. To be able to raise external funds on attractive terms, a firm must establish a reputation for moderation in expropriating from shareholders. One way to establish such a reputation is by paying out dividends, which reduces what is left for expropriation.7A reputation for good treatment of shareholders is worth more in firms where opportunistic managers are more likely to be entrenched, i.e., in firms with staggered boards. As a result, the need to establish areputation is greater for such firms. By contrast, for firms with unitary boards, the need for a reputation mechanism is less necessary, and thus, so is the need to pay dividends. This view, therefore, posits that dividend payouts should be higher in firms with staggered boards.Because firms with plenty of growth opportunities need more financing and are thus more likely to raise capital in the external markets, the need for signaling should be stronger for these firms. As a result, one crucial implication of this hypothesis is that firms with staggered boards that exhibit stronger growth opportunities should pay more dividends than those that show weaker growth (Pan 2007).3 Sample formation and data description3.1 Sample selectionThe original sample is compiled from the Investor Responsibility Research Center (IRRC). The IRRC Reports Data on corporate governance provisions for about 1,500 firms. The sample firms, mainly drawn from the S&P 500 and other large corporations, represent over 90% of total market capitalization on NYSE, AMEX, and NASDAQ. The IRRC collects data on 24 corporate governance provisions, one of which is staggered boards .8 The sample is narrowed down further by dropping firms whose financial data do not exist in COMPUSTA T. Financial firms are excluded due to their unique accounting and financial characteristics.The final sample consists of 9,918 firm-year observations from 1990 to 2004. This sample is the largest and most recent among most studies in this area. The year distribution of the sample is displayed in Table 1. It appears that about 60% of firms in the sample have staggered boards. This proportion is remarkably constant over time, in a narrow range from 59.07% to 63.25%.Because the IRRC data include only large firms, it could be argued that our studies are biased towards firms of large size. The IRRC data covered, in 1990, over 93% of the market capitalization of the combined NYSE, AMEX, and NASDAQ markets (Gompers et al. 2003). Like Pan (2007), we propose that this possible large-firm bias should not constitute a serious concern for our study. Given the purpose of this study, we need a sample of firms that are potential candidates to paydividends and attempt to understand whether their dividend payouts are related to their level of managerial entrenchment. As dividends are paid mainly by large and mature firms, the IRRC sample firms are those that should be most suitable for this study. Additionally, firms can only pay dividends when they are able to generate stable earnings, i.e., when they become mature firms. On the contrary, most fast growing young firms cannot or choose not to pay dividends. Consequently, a study like ours that examines dividend policy and managerial entrenchment probably ought to include large firms in the sample, which is precisely what we do here.Source: Pornsit Jiraporn·Pandej Chintrakarn, 2009 “Staggered Boards, Managerial Entrenchment, and Dividend Policy” .J Financ Serv Res, pp.3-7.译文：交错董事会，管理防御和股利政策2背景，文献回顾，与假设发展2.1在固守任职中交错板的作用在美国，董事会成员可以是单一或交错的。
信贷基本词汇英汉对照_财务英语词汇
信贷基本词汇英汉对照2m method 2m法3m method 3m法a scores a值accounting convention 会计惯例accounting for acquisitions 购并的会计处理accounting for debtors 应收账款核算accounting for depreciation 折旧核算accounting for foreign currencies 外汇核算accounting for goodwill 商誉核算accounting for stocks 存货核算accounting policies 会计政策accounting standards 会计准则accruals concept 权责发生原则achieving credit control 实现信用控制acid test ratio 酸性测试比率actual cash flow 实际现金流量adjusting company profits 企业利润调整advance payment guarantee 提前偿还保金adverse trading 不利交易advertising budget 广告预算advising bank 通告银行age analysis 账龄分析aged debtors analysis 逾期账款分析aged debtors’exception report 逾期应收款的特殊报告aged debtors’exception report 逾期账款特别报告aged debtors’report 逾期应收款报告aged debtors’report 逾期账款报告all—monies clause 全额支付条款amortization 摊销analytical questionnaire 调查表分析analytical skills 分析技巧analyzing financial risk 财务风险分析analyzing financial statements 财务报表分析analyzing liquidity 流动性分析analyzing profitability 盈利能力分析analyzing working capital 营运资本分析annual expenditure 年度支出anticipating future income 预估未来收入areas of financial ratios 财务比率分析的对象articles of incorporation 合并条款asian crisis 亚洲(金融)危机assessing companies 企业评估assessing country risk 国家风险评估assessing credit risks 信用风险评估assessing strategic power 战略地位评估assessment of banks 银行的评估asset conversion lending 资产转换贷款asset protection lending 资产担保贷款asset sale 资产出售asset turnover 资产周转率assets 资产association of british factors and discounters 英国代理人与贴现商协会auditor's report 审计报告aval 物权担保bad debt 坏账bad debt level 坏账等级bad debt risk 坏账风险bad debts performance 坏账发生情况bad loans 坏账balance sheet 资产负债表balance sheet structure 资产负债表结构bank credit 银行信贷bank failures 银行破产bank loans.availability 银行贷款的可获得性bank status reports 银行状况报告bankruptcy 破产bankruptcy code 破产法bankruptcy petition 破产申请书basle agreement 塞尔协议basle agreement 《巴塞尔协议》behavorial scoring 行为评分bill of exchange 汇票bill of lading 提单bis 国际清算银行bis agreement 国际清算银行协定blue chip 蓝筹股bonds 债券book receivables 账面应收账款borrowing money 借人资金borrowing proposition 借款申请breakthrough products 创新产品budgets 预算building company profiles 勾画企业轮廓bureaux (信用咨询)公司business development loan 商业开发贷款business failure 破产business plan 经营计划business risk 经营风险buyer credits 买方信贷buyer power 购买方力量buyer risks 买方风险campari 优质贷款原则canons of lending 贷款原则capex 资本支出capital adequacy 资本充足性capital adequacy rules 资本充足性原则capital commitments 资本承付款项capital expenditure 资本支出capital funding 资本融资capital investment 资本投资capital strength 资本实力capital structure 资本结构capitalization of interest 利息资本化capitalizing development costs 研发费用资本化capitalizing development expenditures 研发费用资本化capitalizing interest costs 利息成本资本化cascade effect 瀑布效应cash assets 现金资产cash collection targets 现金托收目标cash cycle 现金循环周期cash cycle ratios 现金循环周期比率cash cycle times 现金循环周期时间cash deposit 现金储蓄cash flow adjustments 现金流调整cash flow analysis 现金流量分析cash flow crisis 现金流危机cash flow cycle 现金流量周期cash flow forecasts 现金流量预测cash flow lending 现金流贷出cash flow profile 现金流概况cash flow projections 现金流预测cash flow statements 现金流量表cash flows 现金流量cash position 现金头寸cash positive je现金流量cash rich companies 现金充足的企业cash surplus 现金盈余cash tank 现金水槽cash-in-advance 预付现金categorized cash flow 现金流量分类ce 优质贷款原则ceo 首席执行官chairman 董事长，总裁chapter 11 rules 第十一章条款charge 抵押charged assets 抵押资产chief executive officer 首席执行官collateral security 抵押证券collecting payments 收取付款collection activitv 收款活动collection cycle 收款环节collection procedures 收款程序collective credit risks 集合信用风险comfortable liquidity positi9n 适当的流动性水平commercial mortgage 商业抵押commercial paper 商业票据commission 佣金commitment fees 承诺费common stock 普通股common stockholders 普通股股东company and its industry 企业与所处行业company assets 企业资产company liabilities 企业负债company loans 企业借款competitive advantage 竞争优势competitive forces 竞争力competitive products 竞争产品complaint procedures 申诉程序computerized credit information 计算机化信用信息computerized diaries 计算机化日志confirmed letter of credit 承兑信用证confirmed letters of credit 保兑信用证confirming bank 确认银行conservatism concept 谨慎原则consistency concept 一贯性原则consolidated accounts 合并报表consolidated balance sheets 合并资产负债表contingent liabilities 或有负债continuing security clause 连续抵押条款contractual payments 合同规定支出control limits 控制限度control of credit activities 信用活动控制controlling credit 控制信贷controlling credit risk 控制信用风险corporate credit analysis 企业信用分析corporate credit controller 企业信用控制人员corporate credit risk analysis 企业信用风险分析corporate customer 企业客户corporate failure prediction models 企业破产预测模型corporate lending 企业贷款cost leadership 成本领先型cost of sales 销售成本costs 成本country limit 国家限额country risk 国家风险court judgments 法院判决covenant 贷款保证契约covenants 保证契约creative accounting 寻机性会计credit analysis 信用分析credit analysis of customers 客户信用分析credit analysis of suppliers 供应商的信用分析credit analysis on banks 银行信用分析credit analysts 信用分析credit assessment 信用评估credit bureau reports 信用咨询公司报告credit bureaux 信用机构credit control 信贷控制credit control activities 信贷控制活动credit control performance reports 信贷控制绩效报告credit controllers 信贷控制人员credit cycle 信用循环credit decisions 信贷决策credit deterioration 信用恶化credit exposure 信用敞口credit granting process 授信程序credit information 信用信息credit information agency 信用信息机构credit insurance 信贷保险credit insurance advantages 信贷保险的优势credit insurance brokers 信贷保险经纪人credit insurance limitations 信贷保险的局限credit limits 信贷限额credit limits for currency blocs 货币集团国家信贷限额credit limits for individual countries 国家信贷限额credit management 信贷管理credit managers 信贷经理credit monitoring 信贷监控credit notes 欠款单据credit period 信用期credit planning 信用计划credit policy 信用政策credit policy issues 信用政策发布credit proposals 信用申请credit protection 信贷保护credit quality 信贷质量credit rating 信用评级credit rating agencies 信用评级机构credit rating process 信用评级程序credit rating system 信用评级系统credit reference 信用咨询credit reference agencies 信用评级机构credit risk 信用风险credit risk assessment 信用风险评估credit risk exposure 信用风险敞口credit risk insurance 信用风险保险credit risk.individual customers 个体信用风险credit risk：bank credit 信用风险：银行信用credit risk：trade credit 信用风险：商业信用credit scoring 信用风险评分credit scoring model 信用评分模型credit scoring system 信用评分系统credit squeeze 信贷压缩credit taken ratio 受信比率credit terms 信贷条款credit utilization reports 信贷利用报告credit vetting 信用审查credit watch 信用观察credit worthiness 信誉creditor days 应付账款天数cross-default clause 交叉违约条款currency risk 货币风险current assets 流动资产current debts 流动负债current ratio requirement 流动比率要求current ratios 流动比率customer care 客户关注customer credit ratings 客户信用评级customer liaison 客户联络customer risks 客户风险cut-off scores 及格线cycle of credit monitoring 信用监督循环cyclical business 周期性行业daily operating expenses 经营费用day’s sales outstanding 收回应收账款的平均天数debentures 债券debt capital 债务资本debt collection agency 债务托收机构debt issuer 债券发行人debt protection levels 债券保护级别debt ratio 负债比率debt securities 债券debt service ratio 还债率debtor days 应收账款天数debtor's assets 债权人的资产default 违约deferred payments 延期付款definition of leverage 财务杠杆率定义deposit limits 储蓄限额depositing money 储蓄资金depreciation 折旧depreciation policies 折旧政策development budget 研发预算differentiation 差别化direct loss 直接损失directors salaries 董事薪酬discretionary cash flows 自决性现金流量discretionary outflows 自决性现金流出distribution costs 分销成本dividend cover 股息保障倍数dividend payout ratio 股息支付率dividends 股利documentary credit 跟单信用证dso 应收账款的平均回收期duration of credit risk 信用风险期eastern bloc countries 东方集团国家ebitda 扣除利息、税收、折旧和摊销之前的收益ecgd 出口信贷担保局economic conditions 经济环境economic cycles 经济周期economic depression 经济萧条economic growth 经济增长economic risk 经济风险electronic data interchange(edi) 电子数据交换environmental factors 环境因素equity capital 权益资本equity finance 权益融资equity stake 股权eu countries 欧盟国家eu directives 欧盟法规eulaw 欧盟法律eurobonds 欧洲债券european parliament 欧洲议会european union 欧盟evergreen loan 常年贷款exceptional item 例外项目excessive capital commitments 过多的资本承付款项exchange controls 外汇管制exchange-control regulations 外汇管制条例exhaust method 排空法existing competitors 现有竞争对手existing debt 未清偿债务export credit agencies 出口信贷代理机构export credit insurance 出口信贷保险export factoring 出口代理export sales 出口额exports credit guarantee department 出口信贷担保局extending credit 信贷展期external agency 外部机构external assessment methods 外部评估方式external assessments 外部评估external information sources 外部信息来源extraordinary items 非经常性项目extras 附加条件facility account 便利账户factoring 代理factoring debts 代理收账factoring discounting 代理折扣factors chain international 国际代理连锁failure prediction scores 财务恶化预测分值fasb (美国)财务会计准则委员会faulty credit analysis 破产信用分析fees 费用finance，new business ventures 为新兴业务融资finance，repay existing debt 为偿还现有债务融资finance,working capital 为营运资金融资financial assessment 财务评估financial cash flows 融资性现金流量financial collapse 财务危机financial flexibility 财务弹性financial forecast 财务预测financial instability 财务的不稳定性financial rating analysis 财务评级分析financial ratios 财务比率financial risk 财务风险financial risk ratios 财务风险比率fitch ibca 惠誉评级fitch ibca ratings 惠誉评级fixed assets 固定资产fixed charge 固定费用fixed charge cover 固定费用保障倍数fixed costs 固定成本floating assets 浮动资产floating charge 浮动抵押floor planning 底价协议focus 聚焦forced sale risk 强制出售风险foreign exchange markets 外汇市场forfaiting 福费廷formal credit rating 正式信用评级forward rate agreements 远期利率协议fras 远期利率协议fund managers 基金经理fx transaction 外汇交易gaap 公认会计准则gearing 财务杠杆率geographical spread of markets 市场的地理扩展global target 全球目标going concern concept 持续经营原则good lending 优质贷款good times 良好时期government agencies 政府机构government interference 政府干预gross income 总收入guarantee of payment 支付担保guaranteed loans 担保贷款guarantees 担保high credit quality 高信贷质量high credit risks 高信贷风险high default risk 高违约风险high interest rates 高利率high risk regions 高风险区域highly speculative 高度投机high-risk loan 高风险贷款high-value loan 高价值贷款historical accounting 历史会计处理historical cost 历史成本ias 国际会计准则iasc 国际会计准则委员会ibtt 息税前利润ice 优质贷款原则idealliquidity ratios 理想的流动性比率implied debt rating 隐含债务评级importance of credit control 信贷控制的重要性improved products 改进的产品 iimproving reported asset values 改善资产账面价值in house assessment 内部评估in house credit analysis 内部信用分析in house credit assessments 内部信用评估in house credit ratings 内部信用评级income bonds 收入债券income statement 损益表increasing profits 提高利润increasing reported profits 提高账面利润indemnity clause 赔偿条款indicators of credit deterioration 信用恶化征兆indirect loss 间接损失individual credit transactions 个人信用交易individual rating 个体评级industrial reports 行业报告industrial unrest 行业动荡industry limit 行业限额industry risk 行业风险industry risk analysis 行业风险分析inflow 现金流入information in financial statements 财务报表中的信息in-house credit ratings 内部信用评级initial payment 初始支付insolvencies 破产institutional investors 机构投资者insured debt 投保债务intangible fixed asset 无形固定资产inter-company comparisons 企业间比较inter-company loans 企业间借款interest 利息interest cost 利息成本interest cover ratio 利息保障倍数interest cover test 利息保障倍数测试interest holiday 免息期interest payments 利息支付interest rates 利率interim statements 中报(中期报表)internal assessment methods 内部评估方法internal financing ratio 内部融资率internal revenue service 美国国税局international accounting standards committee 国际会计准则委员会international accounting standards(ias) 国际会计准则international chamber of commerce 国际商会international credit ratings 国际信用评级international factoring association 国际代理商协会international settlements 国际结算inventory 存货inverse of current ratio 反转流动比率investment analysts 投资分析人员investment policy 投资政策investment risk 投资风险investment spending 投资支出invoice discounting 发票贴现issue of bonds 债券的发行issued debt capital 发行债务资本junk bond status 垃圾债券状况just-in-time system(jit) 适时系统key cash flow ratios 主要现金流量指标labor unrest 劳动力市场动荡large.scale borrower 大额借贷者legal guarantee 法律担保legal insolvency 法律破产lending agreements 贷款合约lending covenants 贷款保证契约lending decisions 贷款决策lending proposals 贷款申请lending proposition 贷款申请lending transactions 贷款交易letters of credit 信用证leverage 财务杠杆率libor 伦敦同业拆借利率lien 留置liquid assets 速动资产liquidation 清算liquidation expenses 清算费liquidity 流动性liquidity and working capital 流动性与营运资金liquidity ratios 流动比率liquidity run 流动性危机liquidity shortage 流动性短缺loan covenants 贷款合约loan guarantees 贷款担保loan principal 贷款本金loan principal repayments 贷款本金偿还loan review 贷款审查london inter-bank offered rate 伦敦同业拆借利率long’term debt 长期负债long-term funding 长期融资long-term risk 长期风险management 管理层marginal lending 边际贷款marginal trade credit 边际交易信贷market surveys 市场调查marketing 市场营销markets 市场matching concept 配比原则material adverse-change clause 重大不利变动条款maximum leverage level 最高财务杠杆率限制measurement and judgment 计量与判断measuring risk 风险计量medium-term loan 中期贷款microcomputer modelling 计算机建模minimum current ratio requirement 最低流动比率要求minimum leverage ratio 最低举债比率minimum net worth 最低净值minimum net-worth requirement 最低净值要求minimum risk asset ratio 最低风险资产比率monitoring activity 监管活动monitoring credit 信用监控monitoring customer credit limits 监管客户信贷限额monitoring risks 监管风险monitoring total credit limits 监管全部信贷限额monthly reports 月报moody's debt rating 穆迪债券评级mortgage 抵押mpr’oving balance sheet 改善资产负债表multiple discriminate analysis 多元分析national debt 国家债务nci 无信贷间隔天数near-cash assets 近似于现金的资产negative cash flow 负现金流量negative net cash flow 负净现金流量negative operational cash flows 负的经营性现金流量negative pledge 限制抵押net book value 净账面价值net cash flow 净现金流量net worth test 净值测试new entrants 新的市场进人者no credit interval 无信贷间隔天数non-cash items 非现金项目non-core business 非核心业务non-operational items 非经营性项目obtaining payment 获得支付one-man rule 一人原则open account terms 无担保条款operating leases 经营租赁operating profit 营业利润operational cash flow 营性现金流量operational flexibility ~营弹性optimal credit 最佳信贷order cycle 订货环节ordinary dividend payments 普通股股利支付organization of credit activities 信贷活动的组织overdue payments 逾期支付over-trading 过度交易overview of accounts 财务报表概览·parent company 母公司pat 税后利润payment in advance 提前付款payment obligations 付款义务payment records 付款记录payment score 还款评分pbit 息税前利润pbt 息后税前利润percentage change 百分比变动performance bonds 履约保证personal guarantees 个人担保planning systems 计划系统pledge 典押points-scoring system 评分系统policy setting 政策制定political risk 政治风险potential bad debt 潜在坏账potential credit risk 潜在信用风险potential value 潜在价值predicting corporate failures 企业破产预测preference dividends 优先股股息preferred stockholders 优先股股东preliminary assessment 预备评估premiums 溢价primary ratios 基础比率prior charge capital 优先偿付资本priority cash flows 优先性现金流量priority for creditors 债权人的清偿顺序priority payments 优先支付product life cycle 产品生命周期product market analysis 产品市场分析product range 产品范围products 产品professional fees 专业费用profit 利润profit and loss account 损益账户profit margin 利润率profitability 盈利能力profitability management 盈利能力管理profitability ratios 盈利能力比率promissory notes 本票property values 所有权价值providers of credit 授信者provision accounting 准备金会计处理prudence concept 谨慎原则public information 公共信息public relations 公共关系purpose of credit ratings 信用评级的目的purpose of ratios 计算比率的目的qualitative covenants 定性条款quantitative covenants 定量条款query control 质疑控制quick ratio 速动比率rating exercise 评级实践rating process for a company 企业评级程序ratio analysis 比率分析ratio analyst weaknesses ~l率分析的缺陷real insolvency 真实破产real sales growth 实际销售收入增长率realization concept 实现原则receivables 应收账款recession 衰退reducing debtors 冲减应收账款reducing profits 冲减利润reducing provisions 冲减准备金reducing reported profits 冲减账面利润reducing stocks 减少存货registrar of companies 企业监管局regulatory risk 监管风险releasing provisions 冲回准备金relocation expenses 费用再分配reminder letters 催缴单repayment on demand clause 即期偿还条款replacement of principal 偿还本金report of chairman 总裁/董事长报告reserve accounting 准备金核算residual cash flows 剩余现金流量restricting bad debts 限制坏账restrictions on secured borrowing 担保借款限制retention-of-title clauses 所有权保留条款revenues 总收入risk analysis reports 风险分析报告risk and banks 风险与银行risk and companies 风险与企业risk and return 风险与回报risk capital 风险资本risk-reward 风险回报risk-weighted assets 风险加权资产roce 资本收益率romapla clauses “一手交钱一手交货”条款sales 销售额secondary ratios 分解比率secure methods of payment 付款的担保方式secured assets 担保资产secured creditors 有担保债权人secured loans 担保贷款securities and exchange commission (美国)证券交易委员会security guarantees 抵押担保security of payment 付款担保security general principles 担保的一般原则segmentation 细分setting and policing credit limits 信用限额的设定与政策制定settlement discount (提前)结算折扣settlement terms 结算条款share price 股价short-term borrowing 短期借款short-term creditors 短期负债short-term liabilities 短期债务short-termism 短期化sic 常务诠释委员会significance of working capital 营运资金的重要性single credit customer 单一信用客户single ratio analysis 单一比率分析size of credit risk 信用风险的大小slow stock turnover 较低的存货周转率sources of assessments 评估信息来源sources of credit information 信用信息来源sources of risk 风险来源sovereign rating 主权评级specialist agencies 专业机构specific debt issue 特别债券发行speculative 投机性speculative grades 投机性评级split rating 分割评级spot rate 现价(即期比率)spreadsheets 电子数据表staff redundancies 员工遣散费standard and poor 标准普尔standard security clauses 标准担保条款standard&poor's 标准普尔standby credits 备用信用证standing interpretations committee 证券交易委员会standing starting credit limits 持续更新信用限额statistical analysis 统计分析statistical techniques 统计技巧status reports (企业)状况报告stock valuations 存货核算stocks 股票straight line depreciation method 直线折旧法strategic positioning 战略定位suplus assets 盈余资产suplus rating 盈余评级supplier power 供应商的力量supply chain 供应链support rating 支持评级swap agreement 换合约swaps 互换swot analysis swot分析symptoms of failure questionnaires 企业破产征兆调查表takeovers 收购tax payments 税务支付technical insolvency 技术破产technology and change 技术进步term loan 定期贷款term of borrowing 借款期限third party guarantees 第三方担保tier 1 capital 一类资本tier 2 capital 二类资本total credit limit 整体信用限额total current assets 流动资产总额trade companies 贸易企业trade credit 商业信用trade creditors 应付账款trade cycle 商业循环trade cycle times 商业循环周期trade debt 应收账款trade debtors 贸易债权人trade indemnity 贸易赔偿trade references 贸易参考trade-off 协定trading outlook 交易概况trading profit 营业利润traditional cash flow 传统现金流量triple a 三aucp 跟单信用证统一惯例uncovered dividend 未保障的股利uniform customs&practice 跟单信用证统一惯例unpaid invoices 未付款发票unsecured creditors 未担保的债权人usefulness of liquidity ratios 流动性比率的作用uses of cash 现金的使用using bank risk information 使用银行风险信息using financial assessments 使用财务评估using ratios 财务比率的运用using retention-of-title clauses 使用所有权保留条款value chain 价值链value of z scores z值模型的价值variable costs 变动成本variable interest 可变利息variety of financial ratios 财务比率的种类vetting procedures 审查程序volatitle revenue dynamic 收益波动volume of sales 销售量warning signs of credit risk 信用风险的警示working assets 营运资产working capital 营运资本working capital changes 营运资本变化额working capital management 营运资本管理working capitalratios 营运资本比率write-downs 资产减值write-offs 勾销z score assessments z值评估z score models z值模型z scores z值z scoring z值评分系统。
自由现金流下的过度投资外文翻译
本科毕业论文（设计）外文翻译原文：Over-investment of free cash flowAbstractThis paper examines the extent of firm level over-investment of fre cash flow. Using an accounting-based framework to measure over-investment and free cash flow, I find evidence that, consistent with agencycost explanations, over-investment is concentrated in firms with the highest levels of free cash flow. Further tests examine whether firms’ governance structures are associated with over-investment of free cash flow. The evidence suggests that certain governance structures, such as the presence of activist shareholders, appear to mitigate over-investment.IntroductionThis paper examines firm investing decisions in the presence of free cash flow. In theory, firm level investment should not be related to internally generated cash flows (Modigliani & Miller, 1958). However, prior research has docu-mented a positive relation between investment expenditure and cash flow (e.g., Hubbard, 1998). There are two interpretations for this positive relation. First, the positive relation is a manifestation of an agency problem, where managers in firms with free cash flow engage in wasteful expenditure (e.g., Jensen 1986; Stulz 1990). When managers’objectives differ from those of shareholders, the prese nce of internally generated cash flow in excess of that required to maintain existing assets in place and finance new positive NPV projects creates the potential for those funds to be squandered. Second, the positive relation reflects capital market imperfections, where costly externalfinancing creates the potential for internally generated cash flows to expand the feasible investment opportunity set(e.g., Fazzari, Hubbard, & Petersen, 1988; Hubbard, 1998).This paper focuses on utilizing accounting information to better measure the constructs of free cash flow and over-investment, thereby allowing a more powerful test of the agency-based explanation for why firm level investment is related to internally generated cash flows. In doing so, this paper is the first to offer large sample evidence of over-investment of free cash flow. Prior research, such as Blanchard, Lopez-di-Silanes, and Vishny (1994), document excessive investment and acquisition activity for eleven firms that experience a large cash windfall due to a legal settlement, Harford (1999) finds using a sample of 487 takeover bids, that cash-rich firms are more likely to make acquisitions that subsequently experience abnormal declines in operating performance, and Bates (2005) finds for a sample of 400 subsidiary sales from 1990 to 1998 that firms who retain cash tend to invest more, relative to industry peers. This paper extends these small sample findings by showing that over-investment of free cash flow is a systematic phenomenon across all types of investment expenditure.The empirical analysis proceeds in two stages. First, the paper uses an accounting-based framework to measure both free cash flow and over-investment. Free cash flow is defined as cash flow beyond what is necessary to maintain assets in place and to finance expected new investments. Over-investment is defined as investment expenditure beyond that required to maintain assets in place and to finance expected new investments in positive NPV projects. To measure over-investment, I decompose total investment expenditure into two components:(i) required investment expenditure to maintain assets in place, and (ii) new investment expenditure. I then decompose new investment expenditure into over-investment in negative NPV pro jects and expected investment expenditure, where the latter varies with the firm’s growth opportunities, financing constraints, industry affiliation and other factors.Under the agency cost explanation, management has the potential to squander free cash flow only when free cash flow is positive. At the other end of the spectrum, firms with negative free cash flow can only squander cash if they are able to raise “cheap” capital. This is less likely to occur because these firms need to be able to raise financing and thereby place themselves under the scrutiny of external markets(DeAngelo, DeAngelo, & Stulz, 2004; Jensen, 1986). Consistent with the agency cost explanation, I find a positive association between over-investment and free cash flow for firms with positive free cash flow.For a sample of 58,053 firm-years during the period 1988–2002, I find that for firms with positive free cash flow the average firm over-invests 20% of its free cash flow. Furthermore, I document that the majority of free cash flow is retained in the form of financial assets. The average firm in my sample retains 41% of its free cash flow as either cash or marketable securities.There is little evidence that free cash flow is distributed to external debt holders or shareholders.Finding an association between over-investment and free cash flow is consistent with recent research documenting poor future performance following firm level investment activity. For example, Titman, Wei, and Xie (2004) and Fairfield, Whisenant, and Yohn (2003) show that firms with extensive capital investment activity and growth in net operating assets respectively,experience inferior future stock returns. Furthermore,Dechow, Richardson, and Sloan (2005) find that cash flows retained within the fir m (either capitalized through accruals or “invested” in financial assets) are associated with lower future operating performance and future stock returns. This performance relation is consistent with the over-investment of free cash flows documented in this paper.The second set of empirical analyses examine whether governance structures are effective in mitigating over-investment. Prior research has examined the impact of a variety of governance structures on firm valuation and the quality of managerial decision making (see Brown & Caylor, 2004; Gompers, Ishii, & Metrick, 2003; Larcker, Richardson, & Tuna, 2005 for detailed summaries). Collectively, the ability of cross-sectional variation in governance structures to explain firm value and/or firm decision making is relatively weak. Consistent with this, I find evidence that out of a large set of governance measures only a few are related to over-investment. For example, firms with activist shareholders and certain anti-takeover provisions are less likely to over-invest their free cash flow.1. Free cash flow and over-investmentThis section describes in detail the various theories supporting a positive relation between investment expenditure and cash flow and then develops measures of free cash flow and over-investment that can be used to test the agency based explanation.1.1. Explanations for a positive relation between investment expenditure and cash flow .In a world of perfect capital markets there would be no association between firm level investing activities and internally generated cash flows.If a firm needed additional cash to finance an investment activity it would simply raise that cash from external capital markets.If the firm had excess cash beyond that needed to fund available positive NPV projects (including options on future investment) it would distribute free cash flow to external markets. Firms do not, however, operate in such a world.There are a variety of capital market frictions that impede the ability of management to raise cash from external capital markets. In addition,there are significant transaction costs associated with monitoring management to ensure that free cash flow is indeed distributed to external capital markets.In equilibrium,these capital market frictions can serve as a support for a positive association between firm investing activities and internally generated cash flow.The agency cost explanation introduced by Jensen (1986) and Stulz (1990) suggests that monitoring difficulty creates the potential for management to spend internally generated cash flow on projects that are beneficial from a management perspective but costly from a shareholder perspective(the free cash flow hypothesis).Several papers have investigated the implications of the free cash flow hypothesis on firm investment activity.For example, Lamont (1997) and Berger and Hann (2003) find evidence consistent with cash rich segments cross-subsidizing more poorly performing segments in diversified firms.However, the evidence in these papers could also be consistent with market frictions inhibiting the ability of the firm to raise capital externally and not necessarily an indication of over-investment. Related evidence can also be found in Harford (1999) and Opler, Pinkowitz, Stulz, and Williamson (1999, 2001).Harford uses a sample of 487 takeover bids to document that cash rich firms are more likely to make acquisitions and these “cash rich” acquisitions are followed by abnormal declines in operating performance. Opler et al.(1999) find some evidence that companies with excess cash (measured using balance sheet cash information) have higher capital expenditures, and spend more onacquisitions,even when they appear to have poor investment opportunities (as measured by Tobin’s Q). Perhaps the most di rect evidence on the over-investment of free cash flow is the analysis in Blanchard et al. (1994). They find that eleven firms with windfall legal settlements appear to engage in wasteful expenditure.Collectively,prior research is suggestive of an agency-based explanation supporting the positive relation between investment and internally generated cash flow. However, these papers are based on relatively small samples and do not measure over-investment or free cash flow directly.Thus,the findings of earlier work may not be generalizable to larger samples nor is it directly attributable to the agency cost explanation. More generally, a criticism of the literature examining the relation between investment and cash flow is that finding a positive association may merely indicate that cash flows serve as an effective proxy for investment opportunities (e.g., Alti, 2003).My aim is to better measure the constructs of free cash flow and over-investment by incorporating an accounting-based measure of growth opportunities, and test whether the relation is evident in a large sample of firms.Some early work in this area examined the sensitivity of investment to cash flow for high versus low dividend paying firms (Fazzari et al., 1988),comparing differing organizational structures where the ability to raise external financing was easier/harder (Hoshi,Kashyap and Scharfstein,1991,with Japanes keiretsu firms) and debt constraints (Whited, 1992).These papers find evidence of greater sensitivity of investment to cash flow for sets of firms which appeared to be financially constrained (e.g., low dividend paying firms, high debt firms and firms with limited access to banks). However, more recent research casts doubt on the earlier results. Specifically, Kaplan and Zingales (1997, 2000),find that the sensitivity of investment to cash flow persists even for firms who do not face financing constraints. They construct a measure of ex ante financing constraints for a small sample of firms and find that the sensitivity of investment to cash flow for firms is negatively associated with this measure,thereby casting doubt on the financing constraint hypothesis. Nonetheless the investment expectation model described in Section 1.4 includes a variety of measures designed to capture financing constraints.ConclusionThis paper presents evidence on firm level over-investment of free cash flow. The empirical analysis utilizes an accounting based framework to measure the constructs of free cash flow and over-investment.A comparative advantage of theaccounting researcher is in measuring critical constructs from the financial economics literature.The analysis of over-investment and free cash flow is but one example of how accounting information can be better utilized in academic research. The evidence in this paper suggests that over-investment is a common problem for publicly traded US firms. For non-financial firms during the period 1988–2002, the average firm over-invests 20 percent of its available free cash flow. Furthermore, the majority of free cash flow is retained in the form of financial assets. For each additional dollar of free cash flow the average firm in the sample retains 41 cents as either cash or marketable securities. There is little evidence that free cash flow is distributed to external stakeholders, thereby creating the potential for retained free cash flow to be over-invested in the future. Supplemental analysis found only weak evidence that governance structures are effective in mitigating the extent of over-investment.These findings corroborate recent work that has found significant negative future stock returns from capital investment and significant growth in net operating assets (e.g.,Fairfield et al.,2003;Titman et al., 2004).Indeed,Li (2004) finds that future operating performance is lower for firms engaging in investment expenditure and that this negative relation is increasing in contemporaneous free cash flow.A natural explanation for this poor future performance is free cash flow related agency costs.The framework developed in the paper to measure over-investment and free cash flow can easily be extended to consider abnormal investment more generally. Indeed, some recent research has started to use this framework to examine the impact of accounting information systems on investment decisions and the efficient allocation of capital (e.g., Bushman, Piotroski, & Smith, 2005; Goodman, 2005; Wang, 2003).Source: Scott Richardson,2006.“Over-investmen t of free cash flow” .Review of Account Studies,vol.11, june,pp.159-189.译文：自由现金流下的过度投资摘要本文调查了公司水平范围内的自由现金流的过度投资问题。
外文翻译--资本结构与企业绩效
Capital Structure and Firm Performance1. IntroductionAgency costs represent important problems in corporate governance in both financial and nonfinancialindustries. The separation of ownership and control in a professionally managed firm may result in managersexerting insufficient work effort, indulging in perquisites, choosing inputs or outputs that suit their ownpreferences, or otherwise failing to maximize firm value. In effect, the agency costs of outside ownership equalthe lost value from professional managers maximizing their own utility, rather than the value of the firm. Theory suggests that the choice of capital structure may help mitigate these agency costs. Under theagency costs hypothesis, high leverage or a low equity/asset ratio reduces the agency costs of outside equity andincreases firm value by constraining or encouraging managers to act more in the interests of shareholders. Sincethe seminal paper by Jensen and Meckling (1976), a vast literature on such agency-theoretic explanations ofcapital structure has developed (see Harris and Raviv 1991 and Myers 2001 for reviews). Greater financialleverage may affect managers and reduce agency costs through the threat of liquidation, which causes personallosses to managers of salaries, reputation, perquisites, etc. (e.g., Grossman and Hart 1982, Williams 1987), andthrough pressure to generate cash flow to pay interest expenses (e.g., Jensen 1986). Higher leverage canmitigate conflicts between shareholders and managers concerning the choice of investment (e.g., Myers 1977), the amount of risk to undertake (e.g., Jensen and Meckling 1976, Williams 1987), the conditions under which thefirm is liquidated (e.g., Harris and Raviv 1990), and dividend policy (e.g., Stulz 1990).A testable prediction of this class of models is that increasing the leverage ratio should result in loweragency costs of outside equity and improved firm performance, all else held equal. However, when leveragebecomes relatively high, further increases generate significant agency costs of outside debt –including higherexpected costs of bankruptcy or financial distress –arising from conflicts between bondholders andshareholders.1 Because it is difficult to distinguish empirically between the two sources of agency costs, wefollow the literature and allow the relationship between total agency costs and leverage to be nonmonotonic.Despite the importance of this theory, there is at best mixed empirical evidence in the extant literature(see Harris and Raviv 1991, Titman 2000, and Myers 2001 for reviews). Tests of the agency costs hypothesistypically regress measures of firm performance on the equity capital ratio or other indicator of leverage plussome control variables. At least three problems appear in the prior studies that we address in our application.In the case of the banking industry studied here, there are also regulatorycosts associated with very high leverage.First, the measures of firm performance are usually ratios fashioned from financial statements or stockmarket prices, such as industry-adjusted operating margins or stock market returns. These measures do not netout the effects of differences in exogenous market factors that affect firm value, but are beyon d management’scontrol and therefore cannot reflect agency costs. Thus, the tests may be confounded by factors that areunrelated to agency costs. As well, these studies generally do not set a separate benchmark for each firm’sperformance that would be reali zed if agency costs were minimized.We address the measurement problem by using profit efficiency as our indicator of firm performance.The link between productive efficiency and agency costs was first suggested by Stigler (1976), and profitefficiency represents a refinement of the efficiency concept developed since that time.2 Profit efficiencyevaluates how close a firm is to earning the profit that a best-practice firm would earn facing the sameexogenous conditions. This has the benefit of controlling for factors outside the control of management that arenot part of agency costs. In contrast, comparisons of standard financial ratios, stock market returns, and similarmeasures typically do not control for these exogenous factors. Even when the measures used in the literature areindustry adjusted, they may not account for important differences across firms within an industry – such as localmarket conditions – as we are able to do with profit efficiency. In addition, the performance of a best-practicefirm under the same exogenous conditions is a reasonable benchmark for how the firm would be expected toperform if agency costs were minimized.Second, the prior research generally does not take into account the possibility of reverse causation fromperformance to capital structure. If firm performance affects the choice of capital structure, then failure to takethis reverse causality into account may result in simultaneous-equations bias. That is, regressions of firmperformance on a measure of leverage may confound the effects of capital structure on performance with theeffects of performance on capital structure.We address this problem by allowing for reverse causality from performance to capital structure. Wediscuss below two hypotheses for why firm performance may affect the choice of capital structure, theefficiency-risk hypothesis and the franchise-value hypothesis. We construct a two-equation structural model andestimate it using two-stage least squares (2SLS). An equation specifying profit efficiency as a functi on of the2 Stigler’s argument was part of a broader exchange over whether productive efficiency (or X-efficiency) primarily reflectsdifficulties in reconciling the preferences of multiple optimizing agents –what is today called agency costs –versus “true” inefficiency, or failure to optimize (e.g., Stigler 1976, Leibenstein 1978). firm’s equity capital ratio and other variables is used to test the agency costs hypothesis, and an equationspecifying the equity capital ratio as a function of the firm’s profi tefficiency and other variables is used to testthe net effects of the efficiency-risk and franchise-value hypotheses. Both equations are econometricallyidentified through exclusion restrictions that are consistent with the theories.Third, some, but not all of the prior studies did not take ownership structure into account. Undervirtually any theory of agency costs, ownership structure is important, since it is the separation of ownership andcontrol that creates agency costs (e.g., Barnea, Haugen, and Senbet 1985). Greater insider shares may reduceagency costs, although the effect may be reversed at very high levels of insider holdings (e.g., Morck, Shleifer, and Vishny 1988). As well, outside block ownership or institutional holdings tend to mitigate agency costs bycreating a relatively efficient monitor of the managers (e.g., Shleifer and Vishny 1986). Exclusion of theownership variables may bias the test results because the ownership variables may be correlated with thedependent variable in the agency cost equation (performance) and with the key exogenous variable (leverage)through the reverse causality hypotheses noted aboveTo address this third problem, we include ownership structure variables in the agency cost equationexplaining profit efficiency. We include insider ownership, outside block holdings, and institutional holdings.Our application to data from the banking industry is advantageous because of the abundance of qualitydata available on firms in this industry. In particular, we have detailed financial data for a large number of firmsproducing comparable products with similar technologies, and information on market prices and otherexogenous conditions in the local markets in which they operate. In addition, some studies in this literature findevidence of the link between the efficiency of firms and variables that are recognized to affect agency costs,including leverage and ownership structure (see Berger and Mester 1997 for a review).Although banking is a regulated industry, banks are subject to the same type of agency costs and otherinfluences on behavior as other industries. The banks in the sample are subject to essentially equal regulatoryconstraints, and we focus on differences across banks, not between banks and other firms. Most banks are wellabove the regulatory capital minimums, and our results are based primarily on differences at the mar2. Theories of reverse causality from performance to capital structureAs noted, prior research on agency costs generally does not take into account the possibility of reversecausation from performance to capital structure, which may result in simultaneous-equations bias. We offer twohypotheses of reverse causation based on violations of the Modigliani-Millerperfect-markets assumption. It isassumed that various market imperfections (e.g., taxes, bankruptcy costs, asymmetric information) result in abalance between those favoring more versus less equity capital, and that differences in profit efficiency move theoptimal equity capital ratio marginally up or down.Under the efficiency-risk hypothesis, more efficient firms choose lower equity ratios than other firms, allelse equal, because higher efficiency reduces the expected costs of bankruptcy and financial distress. Under thishypothesis, higher profit efficiency generates a higher expected return for a given capital structure, and thehigher efficiency substitutes to some degree for equity capital in protecting the firm against future crises. This isa joint hypothesis that i) profit efficiency is strongly positively associated with expected returns, and ii) thehigher expected returns from high efficiency are substituted for equity capital to manage risks.The evidence is consistent with the first part of the hypothesis, i.e., that profit efficiency is stronglypositively associated with expected returns in banking. Profit efficiency has been found to be significantlypositively correlated with returns on equity and returns on assets (e.g., Berger and Mester 1997) and otherevidence suggests that profit efficiency is relatively stable over time (e.g., DeYoung 1997), so that a finding ofhigh current profit efficiency tends to yield high future expected returns.The second part of the hypothesis –that higher expected returns for more efficient banks are substitutedfor equity capital –follows from a standard Altman z-score analysis of firm insolvency (Altman 1968). Highexpected returns and high equity capital ratio can each serve as a buffer against portfolio risks to reduce theprobabilities of incurring the costs of financialdistressbankruptcy, so firms with high expected returns owing tohigh profit efficiency can hold lower equity ratios. The z-score is the number of standard deviations below theexpected return that the actual return can go before equity is depleted and the firm is insolvent, zi = (μi +ECAPi)/σi, where μi and σi are the mean and standard deviation, respectively, of the rate of return on assets, andratios for those that were fully owned by a single owner-manager. This may be an improvement in the analysis of agencycosts for small firms, but it does not address our main issues of controlling for differences in exogenous conditions and insetting up individualized firm benchmarks for performance.ECAPi is the ratio of equity to assets. Based on the first part of the efficiency-risk hypothesis, firms with higherefficiency will have higher μi. Based on the second part of the hypothesis, a higher μi allows the firm to have alower ECAPi for a ven z-score, so that more efficient firms may choose lower equity capital ratios.文章出处：Raposo Clara C. Capital Structure and Firm Performance .Journal ofFinance.Blackwell publishing.2005, (6): 2701-2727.资本结构与企业绩效1.概述代理费用不管在金融还是在非金融行业，都是非常重要的企业治理问题。
毕业设计(论文)外文翻译
华南理工大学广州学院本科生毕业设计（论文）翻译外文原文名Agency Cost under the Restriction of Free Cash Flow中文译名自由现金流量的限制下的代理成本学院管理学院专业班级会计学3班学生姓名陈洁玉学生学号200930191100指导教师余勍讲师填写日期2015年5月11日外文原文版出处：译文成绩：指导教师（导师组长）签名：译文：自由现金流量的限制下的代理成本摘要代理成本理论是资本结构理论的一个重要分支。
自由现金流代理成本有显着的影响。
在这两个领域相结合的研究，将有助于建立和扩大理论体系。
代理成本理论基础上，本研究首先分类自由现金流以及统计方法的特点。
此外，投资自由现金流代理成本的存在证明了模型。
自由现金流代理成本理论引入限制，分析表明，它会改变代理成本，进而将影响代理成本和资本结构之间的关系，最后，都会影响到最优资本结构点，以保持平衡。
具体地说，自由现金流增加，相应地，债务比例会降低。
关键词：资本结构，现金流，代理成本，非金钱利益1、介绍代理成本理论，金融契约理论，信号模型和新的啄食顺序理论，新的资本结构理论的主要分支。
财务con-道的理论侧重于限制股东的合同行为，解决股东和债权人之间的冲突。
信令模式和新的啄食顺序理论中心解决投资者和管理者之间的冲突。
这两种类型的冲突是在商业组织中的主要冲突。
代理成本理论认为，如何达到平衡这两种类型的冲突，资本结构是如何形成的，这是比前两次在一定程度上更多的理论更全面。
……Agency Cost under the Restriction of Free Cash FlowAbstractAgency cost theory is an important branch of capital structural theory. Free cash flow has significant impact on agency cost. The combination of research on these two fields would help to build and extend the theoretical system. Based on agency cost theory, the present study firstly categorized the characteristics of free cash flow as well as the statistical methodologies. Furthermore, the existence of investing free cash flow in agency cost was proved by a model. Then free cash flow was introduced into agency cost theory as restriction, the analysis shows that it will change agency cost, in turn, will have an impact on the relationship between agency cost and capital structure, finally, will influence the optimal capital structure point to maintain the equilibrium. Concretely, with the increasing free cash flow, correspondingly, debt proportion will decrease.Keywords:Capital Structure,Free Cash Flow,Agency Cost,Non-Pecuniary Benefit1. IntroductionAgency cost theory, financial contract theory, signaling model and new pecking order theory are the main branches of new capital structure theory. Financial con-tract theory focuses on restricting stockholders’ behavior by contract and solving the conflict between stockholders and creditors. Signaling model and new pecking order theory center on solving the conflict between investors and managers. These two types of conflict are the main conflict in business organizations. Agency cost theory considers how equilibrium is reached in both types of conflict and how capital structure is formed, which is more theory is more comprehensive than the previous two to some degree.……。
外汇相关英语词汇
外汇相关英语词汇--------------------------------------------------------------------------------AABS 资产担保证券（Asset Backed Securities的英文缩写）Accelerated depreciation 加速折旧Acceptor 承兑人；受票人；接受人Accommodation paper 融通票据；担保借据Accounts payable 应付帐款Accounts receivable 应收帐款Accrual basis 应计制；权责发生制Accrued interest 应计利息Accredited Investors 合资格投资者；受信投资人指符合美国证券交易委员(SEC)条例，可参与一般美国非公开(私募)发行的部份机构和高净值个人投资者Accredit value 自然增长值Accrediting 本金增值适用于多种工具，指名义本金在工具（如上限合约、上下限合约、掉期和互换期权）的期限内连续增长。
ACE 美国商品交易所Acid Test Ratio 酸性测验比率；速动比率Across the board 全面一致；全盘的Acting in concert 一致行动；合谋Active assets 活动资产；有收益资产Active capital 活动资本Actual market 现货市场Actuary 精算师；保险统计专家ADB 亚洲开发银行ADR 美国存股证；美国预托收据；美国存托凭证[股市] 指由负责保管所存托外国股票的存托银行所发行一种表明持有人拥有多少外国股票(即存托股份)的收据。
ADR一般以美元计价和进行交易，及被视为美国证券。
对很多美国投资者而言，买卖ADR比买卖ADR所代表的股票更加方便、更流动、成本较低和容易。
大部份预托收据为ADR；但也可以指全球预托收(GDR) ，欧洲预托收据(EDR) 或国际预托收据(IDR) 。
agency costs of free cash flow corporate finance and takeovers
Agency Costs of Free Cash Flow,Corporate Finance, and TakeoversMichael C. JensenHarvard Business SchoolEmail: MJensen@AbstractThe interests and incentives of managers and shareholders conflict over such issues as the optimal size of the firm and the payment of cash to shareholders. These conflicts are especially severe in firms with large free cash flows—more cash than profitable investment opportunities. The theory developed here explains 1) the benefits of debt in reducing agency costs of free cash flows, 2) how debt can substitute for dividends, 3) why “diversification” programs are more likelyto generate losses than takeovers or expansion in the same line of business or liquidation-motivated takeovers, 4) why the factors generating takeover activity in such diverse activities as broadcasting and tobacco are similar to those in oil, and 5) why bidders and some targets tend to perform abnormally well prior to takeover.Keywords:© M. C. Jensen, 1986American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.You may redistribute this document freely, but please do not post the electronic file on the web. I welcome web links to this document at /abstract=99580. I revise my papers regularly, and providing a link to the original ensures that readers will receive the most recentversion. Thank you, Michael C. JensenAgency Costs of Free Cash Flow,Corporate Finance, and TakeoversMichael C. Jensen*American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.Corporate managers are the agents of shareholders, a relationship fraught with conflicting interests. Agency theory, the analysis of such conflicts, is now a major part of the economics literature. The payout of cash to shareholders creates major conflicts that have received little attention.1Payouts to shareholders reduce the resources under managers’ control, thereby reducing managers’ power, and making it more likely they will incur the monitoring of the capital markets which occurs when the firm must obtain new capital (see Easterbrook, 1984, and Rozeff, 1982). Financing projects internally avoids this monitoring and the possibility the funds will be unavailable or available only at high explicit prices.Managers have incentives to cause their firms to grow beyond the optimal size. Growth increases managers’ power by increasing the resources under their control. It is also associated with increases in managers’ compensation, because changes in compensation are positively related to the growth in sales (see Murphy, 1985). The1Gordon Donaldson (1984) in his study of 12 large Fortune 500 firms concludes the managers of these firms were not driven by the maximization of the value of the firm, but rather by the maximization of “corporate wealth,” defined as “the aggregate purchasing power available to management for strategic purposes during any given planning period” (p. 3). “In practical terms it is cash, credit, and other corporate purchasing power by which management commands goods and services” (p. 22).* La Claire Professor of Finance and Business Administration and Director of the Managerial Economics Research Center, University of Rochester Graduate School of Management, Rochester, NY 14627, and Professor of Business Administration, Harvard Business School. This research is supported by the Division of Research of the Harvard Business School, and the Managerial Research Center, University of Rochester.I have benefited from discussions with George Baker, Gordon Donaldson, Allen Jacobs, Jay Light, Clifford Smith, Wolf Weinhold, and especially Armen Alchian and Richard Ruback.tendency of firms to reward middle managers through promotion rather than year-to-year bonuses also creates a strong organizational bias toward growth to supply the new positions that such promotion-based reward systems require (see Baker, 1986).Competition in the product and factor markets tends to drive prices towards minimum average cost in an activity. Managers must therefore motivate their organizations to increase efficiency to enhance the problem of survival. However, product and factor market disciplinary forces are often weaker in new activities and activities that involve substantial economic rents or quasi rents.2In these cases, monitoring by the firm’s internal control system and the market for corporate control are more important. Activities generating substantial economic rents or quasi rents are the types of activities that generate substantial amounts of free cash flow.Free cash flow is cash flow in excess of that required to fund all projects that have positive net present values when discounted at the relevant cost of capital. Conflicts of interest between shareholders and managers over payout policies are especially severe when the organization generates substantial free cash flow. The problem is how to motivate managers to disgorge the cash rather than investing it at below the cost of capital or wasting it on organization inefficiencies.The theory developed here explains 1) the benefits of debt in reducing agency costs of free cash flows, 2) how debt can substitute for dividends, 3) why “diversification” programs are more likely to generate losses than takeovers or expansion in the same line of business or liquidation-motivated takeovers, 4) why the factors generating takeover activity in such diverse activities as broadcasting and tobacco are similar to those in oil, and 5) why bidders and some targets tend to perform abnormally well prior to takeover.2Rents are returns in excess of the opportunity cost of the resources to the activity. Quasi rents are returns in excess of the short-run opportunity cost of the resources to the activity.I.The Role of Debt in Motivating Organizational EfficiencyThe agency costs of debt have been widely discussed, but the benefits of debt in motivating managers and their organizations to be efficient have been ignored. I call these effects the “control hypothesis” for debt creation.Managers with substantial free cash flow can increase dividends or repurchase stock and thereby pay out current cash that would otherwise be invested in low-return projects or wasted. This leaves managers with control over the use of future free cash flows, but they can promise to pay out future cash flows by announcing a “permanent”increase in the dividend. Such promises are weak because dividends can be reduced in the future. The fact that capital markets punish dividend cuts with large stock price reductions is consistent with the agency costs of free cash flow.Debt creation, without retention of the proceeds of the issue, enables managers to effectively bond their promise to pay out future cash flows. Thus, debt can be an effective substitute for dividends, something not generally recognized in the corporate finance literature. By issuing debt in exchange for stock, managers are bonding their promise to pay out future cash flows in a way that cannot be accomplished by simple dividend increases. In doing so, they give shareholder recipients of the debt the right to take the firm into bankruptcy court if they do not maintain their promise to make the interest and principal payments. Thus debt reduces the agency costs of free cash flow by reducing the cash flow available for spending at the discretion of managers. These control effects of debt are a potential determinant of capital structure.Issuing large amounts of debt to buy back stock also sets up the required organizational incentives to motivate managers and to help them overcome normal organizational resistance to retrenchment which the payout of free cash flow often requires. The threat caused by failure to make debt service payments serves as an effective motivating force to make such organizations more efficient. Stock repurchasesfor debt or cash also has tax advantages. (Interest payments are tax deductible to the corporation, and that part of the repurchase proceeds equal to the seller’s tax basis in the stock is not taxed at all.)Increased leverage also has costs. As leverage increases, the usual agency costs of debt rise, including bankruptcy costs. The optimal debt-equity ratio is the point at which firm value is maximized, the point where the marginal costs of debt just offset the marginal benefits.The control hypothesis does not imply that debt issues will always have positive control effects. For example, these effects will not be as important for rapidly growing organizations with large and highly profitable investment projects but no free cash flow. Such organizations will have to go regularly to the financial markets to obtain capital. At these times the markets have an opportunity to evaluate the company, its management, and its proposed projects. Investment bankers and analysts play an important role in this monitoring, and the market’s assessment is made evident by the price investors pay for the financial claims.The control function of debt is more important in organizations that generate large cash flows but have low growth prospects, and even more important in organizations that must shrink. In these organizations the pressures to waste cash flows by investing them in uneconomic projects is most serious.II.Evidence from Financial RestructuringThe free cash flow theory of capital structures helps explain previously puzzling results on the effects of financial restructuring. My paper with Clifford Smith (1985, Table 2) and Smith (1986, Tables 1 and 3) summarize more than a dozen studies of stock price changes at announcements of transactions which change capital structure. Most leverage-increasing transactions, including stock repurchases and exchange of debt or preferred for common, debt for preferred, and income bonds for preferred, result insignificant positive increases in common stock prices. The 2-day gains range from 21.9 percent (debt for common) to 2.2 percent (debt or income bonds for preferred). Most leverage-reducing transactions, including the sale of common, and exchange of common for debt or preferred, or preferred for debt, and the call of convertible bonds or convertible preferred forcing conversion into common, result in significant decreases in stock prices. The 2-day losses range from -9.9 percent (common for debt) to -0.4 percent (for call of convertible preferred forcing conversion to common). Consistent with this, free cash flow theory predicts that, except for firms with profitable unfunded investment projects, prices will rise with unexpected increases in payouts to shareholders (or promises to do so), and prices will fall with reductions in payments or new requests for funds (or reductions in promises to make future payments).The exceptions to the simple leverage change rule are targeted repurchases and the sale of debt (of all kinds) and preferred stock. These are associated with abnormal price declines (some of which are insignificant). The targeted repurchase price decline seems to be due to the reduced probability of takeover. The price decline on the sale of debt and preferred stock is consistent with the free cash flow theory because these sales bring new cash under the control of managers. Moreover, the magnitudes of the value changes are positively related to the change in the tightness of the commitment bonding the payment of future cash flows; for example, the effects of debt for preferred exchanges are smaller than the effects of debt for common exchanges. Tax effects can explain some of these results, but not all, for example, the price increases on exchange of preferred for common, which has no tax effects.III.Evidence from Leveraged Buyout and Going Private TransactionsMany of the benefits in going private and leveraged buyout (LBO) transactions seem to be due to the control function of debt. These transactions are creating a new organizational form that competes successfully with the open corporate form because ofadvantages in controlling the agency costs of free cash flow. In 1984, going private transactions totaled $10.8 billion and represented 27 percent of all public acquisitions (by number, see Grimm, 1984, 1985, 1986, Figs. 36 and 37). The evidence indicates premiums paid average over 50 percent.3Desirable leveraged buyout candidates are frequently firms or divisions of larger firms that have stable business histories and substantial free cash flow (i.e., low growth prospects and high potential for generating cash flows)—situations where agency costs of free cash flow are likely to be high. The LBO transactions are frequently financed with high debt; 10 to 1 ratios of debt to equity are not uncommon. Moreover, the use of strip financing and the allocation of equity in the deals reveal a sensitivity to incentives, conflicts of interest, and bankruptcy costs.Strip financing, the practice in which risky nonequity securities are held in approximately equal proportions, limits the conflict of interest among such securities’holders and therefore limits bankruptcy costs. A somewhat oversimplified example illustrates the point. Consider two firms identical in every respect except financing. Firm A is entirely financed with equity, and firm B is highly leveraged with senior subordinated debt, convertible debt and preferred as well as equity. Suppose firm B securities are sold only in strips, that is, a buyer purchasing X percent of any security must purchase X percent of all securities, and the securities are “stapled” together so they cannot be separated later. Security holders of both firms have identical unleveraged claims on the cash flow distribution, but organizationally the two firms are very different. If firm B managers withhold dividends to invest in value-reducing projects or if they are incompetent, strip holders have recourse to remedial powers not available to the equity holders of firm A. Each firm B security specifies the rights its holder has in the event of default on its dividend or coupon payment, for example, the right to take the firm into3See H. DeAngels et al. (1984), and L. Lowenstein (1985). Lowenstein also mentions incentive effects of debt, but argues tax effects play a major role in explaining the value increase.bankruptcy or to have board representation. As each security above the equity goes into default, the strip holder receives new rights to intercede in the organization. As a result, it is easier and quicker to replace managers in firm B.Moreover, because every security holder in the highly leveraged firm B has the same claim on the firm, there are no conflicts among senior and junior claimants over reorganization of the claims in the event of default; to the strip holder it is a matter of moving funds from one pocket to another. Thus firm B need never go into bankruptcy, the reorganization can be accomplished voluntarily, quickly, and with less expense and disruption than through bankruptcy proceedings.Strictly proportional holdings of all securities is not desirable, for example, because of IRS restrictions that deny tax deductibility of debt interest in such situations and limits on bank holdings of equity. However, riskless senior debt needn’t be in the strip, and it is advantageous to have top-level managers and venture capitalists who promote the transactions hold a larger share of the equity. Securities commonly subject to strip practice are often called “mezzanine” financing and include securities with priority superior to common stock yet subordinate to senior debt.Top-level managers frequently receive 15-20 percent of the equity. Venture capitalists and the funds they represent retain the major share of the equity. They control the board of directors and monitor managers. Managers and venture capitalists have a strong interest in making the venture successful because their equity interests are subordinate to other claims. Success requires (among other things) implementation of changes to avoid investment in low return projects to generate the cash for debt service and to increase the value of equity. Less than a handful of these ventures have ended in bankruptcy, although more have gone through private reorganizations. A thorough test of this organizational form requires the passage of time and another recession.IV.Evidence from the Oil IndustryRadical changes in the energy market since 1973 simultaneously generated large increases in free cash flow in the petroleum industry and required a major shrinking of the industry. In this environment the agency costs of free cash flow were large, and the takeover market has played a critical role in reducing them. From 1973 to the late 1970’s, crude oil prices increased tenfold. They were initially accompanied by increases in expected future oil prices and an expansion of the industry. As consumption of oil fell, expectations of future increases in oil prices fell. Real interest rates and exploration and development costs also increased. As a result the optimal level of refining and distribution capacity and crude reserves fell in the late 1970’s and early 1980’s, leaving the industry with excess capacity. At the same time profits were high. This occurred because the average productivity of resources in the industry increased while the marginal productivity decreased. Thus, contrary to popular beliefs, the industry had to shrink. In particular, crude oil reserves (the industry’s major asset) were too high, and cutbacks in exploration and development (E&D) expenditures were required (see Jensen, 1986).Price increases generated large cash flows in the industry. For example, 1984 cash flows of the ten largest oil companies were $48.5 billion, 28 percent of the total cash flows of the top 200 firms in Dun’s Business Month survey. Consistent with the agency costs of free cash flow, management did not pay out the excess resources to shareholders. Instead, the industry continued to spend heavily on E&D activity even though average returns were below the cost of capital.Oil industry managers also launched diversification programs to invest funds outside the industry. The programs involved purchases of companies in retailing (Marcor by Mobil), manufacturing (Reliance Electric by Exxon), office equipment (Vydec by Exxon) and mining (Kennecott by Sohio, Anaconda Minerals by Arco, Cyprus Mines byAmoco). These acquisitions turned out to be among the least successful of the last decade, partly because of bad luck (for example, the collapse of the minerals industry) and partly because of a lack of management expertise outside the oil industry. Although acquiring firm shareholders lost on these acquisitions, the purchases generated social benefits to the extent that they diverted cash to shareholders (albeit target shareholders) that otherwise would have been wasted on unprofitable real investment projects.Two studies indicate that oil industry exploration and development expenditures have been too high since the late 1970’s. McConnell and Muscarella (1986) find that announcements of increases in E&D expenditures in the period 1975-81 were associated with systematic decreases in the announcing firm’s stock price, and vice versa. These results are striking in comparison with their evidence that the opposite market reaction occurs to changes in investment expenditures by industrial firms, and similar SEC evidence on increases in R&D expenditures. (See Office of the Chief Economist, SEC 1985.) Picchi’s study of returns on E&D expenditures for 30 large oil firms indicates on average the industry did not earn “. . . even a 10% return on its pretax outlays” (1985, p.5) in the period 1982-84. Estimates of the average ratio of the present value of future net cash flows of discoveries, extensions, and enhanced recovery to E&D expenditures for the industry ranged from less than 60 to 90 cents on every dollar invested in these activities.V.Takeovers in the Oil IndustryRetrenchment requires cancellation or delay of many ongoing and planned projects. This threatens the careers of the people involved, and the resulting resistance means such changes frequently do not get made in the absence of a crisis. Takeover attempts can generate crises that bring about action where none would otherwise occur.Partly as a result of Mesa Petroleum’s efforts to extend the use of royalty trusts which reduce taxes and pass cash flows directly through to shareholders, firms in the oilindustry were led to merge, and in the merging process they incurred large increases in debt, paid out large amounts of capital to shareholders, reduced excess expenditures in E&D and reduced excess capacity in refining and distribution. The result has been large gains in efficiency and in value. Total gains to shareholders in the Gulf/Chevron, Getty/Texaco, and Dupont/Conoco mergers, for example, were over $17 billion. More is possible. Allen Jacobs (1986) estimates total potential gains of about $200 billion from eliminating inefficiencies in 98 firms with significant oil reserves as of December 1984.Actual takeover is not necessary to induce the required retrenchment and return of resources to shareholders. The restructuring of Phillips and Unocal (brought about by threat of takeover) and the voluntary Arco restructuring resulted in stockholder gains ranging from 20 to 35 percent of market value (totalling $6.6 billion). The restructuring involved repurchase of from 25 to 53 percent of equity (for over $4 billion in each case), substantially increased cash dividends, sales of assets, and major cutbacks in capital spending (including E&D expenditures). Diamond-Shamrock’s reorganization is further support for the theory because its market value fell 2 percent on the announcement day. Its restructuring involved, among other things, reducing cash dividends by 43 percent, repurchasing 6 percent of its shares for $200 million, selling 12 percent of a newly created master limited partnership to the public, and increasing expenditures on oil and gas exploration by $100 million/year.VI.Free Cash Flow Theory of TakeoversFree cash flow is only one of approximately a dozen theories to explain takeovers, all of which I believe are of some relevance (Jensen, 1986). Here I sketch out some empirical predictions of the free cash flow theory, and what I believe are the facts that lend it credence.The positive market response to debt creation in oil industry takeovers (as well as elsewhere, see Bruner, 1985) is consistent with the notion that additional debt increasesefficiency by forcing organizations with large cash flows but few high-return investment projects to disgorge cash to investors. The debt helps prevent such firms from wasting resources on low-return projects.Free cash flow theory predicts which mergers and takeovers are more likely to destroy, rather than to create, value; it shows how takeovers are both evidence of the conflicts of interest between shareholders and managers, and a solution to the problem. Acquisitions are one way managers spend cash instead of paying it out to shareholders. Therefore, the theory implies managers of firms with unused borrowing power and large free cash flows are more likely to undertake low-benefit or even value-destroying mergers. Diversification programs generally fit this category, and the theory predicts they will generate lower total gains. The major benefit of such transactions may be that they involve less waste of resources than if the funds had been internally invested in unprofitable projects. Acquisitions not made with stock involve payout of resources to (target) shareholders and this can create net benefits even if the merger generates operating inefficiencies. Such low-return mergers are more likely in industries with large cash flows whose economics dictate that exit occur. In declining industries, mergers within the industry create value, and mergers outside the industry are more likely to be low- or even negative-return projects. Oil fits this description and so does tobacco. Tobacco firms face declining demand due to changing smoking habits but generate large free cash flow and have been involved in major acquisitions recently. Forest products is another industry with excess capacity. Food industry mergers also appear to reflect the expenditure of free cash flow. The industry apparently generates large cash flows with few growth opportunities. It is therefore a good candidate for leveraged buyouts and they are now occurring. The $6.3 billion Beatrice LBO is the largest ever. The broadcasting industry generates rents in the form of large cash flows on its licenses and also fits the theory. Regulation limits the supply of licenses and the number owned by a single entity. Thus, profitable internal investments are limited and the industry’s free cash flow hasbeen spent on organizational inefficiencies and diversification programs—making these firms takeover targets. CBS’s debt for stock restructuring fits the theory.The theory predicts value-increasing takeovers occur in response to breakdowns of internal control processes in firms with substantial free cash flow and organizational policies (including diversification programs) that are wasting resources. It predicts hostile takeovers, large increases in leverage, dismantlement of empires with few economies of scale or scope to give them economic purpose (for example, conglomerates), and much controversy as current managers object to loss of their jobs or the changes in organizational policies forced on them by threat of takeover.The debt created in a hostile takeover (or takeover defense) of a firm suffering severe agency costs of free cash flow is often not permanent. In these situations, levering the firm so highly that it cannot continue to exist in its old form generates benefits. It creates the crisis to motivate cuts in expansion programs and the sale of those divisions which are more valuable outside the firm. The proceeds are used to reduce debt to a more normal or permanent level. This process results in a complete rethinking of the organization’s strategy and its structure. When successful a much leaner and competitive organization results.Consistent with the data, free cash flow theory predicts that many acquirers will tend to have exceptionally good performance prior to acquisition. (Again, the oil industry fits well.) That exceptional performance generates the free cash flow for the acquisition. Targets will be of two kinds: firms with poor management that have done poorly prior to the merger, and firms that have done exceptionally well and have large free cash flow which they refuse to pay out to shareholders. Both kinds of targets seem to exist, but more careful analysis is desirable (see Mueller, 1980).The theory predicts that takeovers financed with cash and debt will generate larger benefits than those accomplished through exchange of stock. Stock acquisitions tend to be different from debt or cash acquisitions and more likely to be associated withgrowth opportunities and a shortage of free cash flow; but that is a topic for future consideration.The agency cost of free cash flow is consistent with a wide range of data for which there has been no consistent explanation. I have found no data which is inconsistent with the theory, but it is rich in predictions which are yet to be tested.ReferencesBaker, George (1986). “Compensation and Hierarchies.” Harvard Business School . Bruner, Robert F. (1985). “The Use of Excess Cash and Debt Capacity as Motive for Merger.” Colgate Darden Graduate School of Business (December).DeAngelo, Harry, Linda DeAngelo and Edward M. Rice (1984). “Going Private: Minority Freezeouts and Shareholder Wealth.” Journal of Law and Economics 27 (October).Donaldson, Gordon (1984). Managing Corporate Wealth. New York, Praeger.Dun’s Business Month (1985). Cash Flow: The Top 200: 44-50.Easterbrook, Frank H. (1984). “Two Agency-Cost Explanations of Dividends.” American Economic Review 74 : 650-59.Grimm, W. T. (1984, 1985, 1986). “Mergerstat Review, Annual Editions.” .Jacobs, E. Allen (1986). “The Agency Cost of Corporate Control: The Petroleum Industry.” Massachusetts Institute of Technology (March).Jensen, Michael C. (1985). “When Unocal Won Over Pickins, Shareholders and Society Lost.” Financier 9 (November): 50-52.Jensen, Michael C. (1986). “The Takeover Controversy: Analysis and Evidence.”Midland Corporate Finance Journal 4, no. 2 (Summer): 6-32.Jensen, M. C. and Jr. Clifford Smith (1985). “Stockholder, Manager and Creditor Interests: Applications of Agency Theory”. Recent Advances in Corporate Finance. E. I. Altman and M. G. Subrahmanyam. Homewood, Illinois, Irwin: 93-131.Lowenstein, L. (1985). “Management Buyouts.” Columbia Law Review 85 (May): 730-784.McConnell, John J. and Chris J. Muscarella (1986). “Corporate Capital Expenditure Decisions and the Market Value of the Firm.” Journal of Financial Economics .。
专业文献(发学生)
会计专业文献选读五.主要参考文献（一）经典书目1.［美］W·H·比弗著，薜云奎主译：财务呈报：会计革命，东北财经大学出版社，1999年2.［加拿大］威廉姆·R·司可脱陈汉文等译：财务会计理论，机械工业出版社，2000年3.［美］罗斯·L·瓦茨，陈少华.黄世忠等译：实证会计理论东北财经大学出版社1999年4.（二）会计学专业及有关期刊5.《会计研究》，中国会计学会主办6.《财务与会计》，中国财政杂志社主办7.《财会通讯》，财会通讯杂志社8.《审计研究》，中国审计学会主办9.《中国财务与会计研究》，清华大学.香港理工大学主办10.《中国会计评论》，北京大学等主办11.《中国内部审计》，中国内部审计学会主办12.《经济研究》，中国社会科学院经济研究所主办13.《管理世界》，国务院发展研究中心主办14.《金融研究》，中国人民银行总行金融研究所.中国金融学会15.《中国社会科学》，中国社会科学院主办16.（三）会计与审计经典英文文献Part1 Methodology in empirical accounting research1.Brown, S.J. and J.B. Warner. “Using daily stock returns:the case of event studies.” Journal ofFinancial Economics (March 1985): 3-32.2.Dechow, P.M., A. Hutton, and R. Sloan. “Economic consequences of accounting for stock-basedcompensation.” Journal of Accounting Research (1996 supplement): 1-20.Part2 Measurement perspective of accounting1.Holthausen, R.W. and R.L. Watts. “The relevance of the value relevance literature for financial accounting standard setting.” Journal of Accounting & Economics (2001):3-76.2.Ohlson, J.A. “Earnings, Book Values, and Dividends in Equity Valuation.”Contemporary Accounting Research (Spring 1995): 661-687.3.Lee, C.M.C. “Accounting-based valuation: impact on business practices andresearch.” Accounting Horizons, (December 1999): 413-426.4.Botosan, C. “Disclosure level and the cost of equity capital.” The Accounting Review (July 1997): 323-349.Part3 Positive accounting theory and earnings management1.Healy, P.H. and J.M. Wahlen, 1999, A review of the earnings management literatureand its implications for standard setting Accounting Horizons 13, 365-384.Part 4 Earnings persistence and quality1. DeFond, M., and C. W. Park. 2001. The reversal of abnormal accruals and the market valuation of earnings surprises. The Accounting Review 76 (July): 375–404.2.Sloan, R. 1996. Do stock prices fully reflect information in accruals and cash flows about future earnings? The Accounting Review (July): 289-315.Part5 Accounting and Corporate Governance1.Bushm an, R., Q. Chen, E. Engel, and A. Smith, 2004. Financial accounting information, organizational complexity and corporate governance systems, Journal of Accounting and Economics 37: 167-201.2.Engel, E., R. Hayes and X. Wang, 2003. CEO turnover and properties of accounting information, Journal of Accounting and Economics 36: 197-226.3. La Porta,L opez-de-Silanes,F.,Andrei Shleifer,Robert W.Vishiny, 2000, InvestorProtection and Corporate Governance ,Journal of Financial Economics58,3---27.Part 6 Law, regulation, and accounting1.Chen, K.C.W. and H. Yuan, earnings management and resource allocation: evidence from China accounting-based regulation of rights issues,? The Accounting Review V ol. 79 (2004): 645-665.Part 7 Auditing1.Teoh,S.H.and T.J. Wong, 1993, Perceived Auditor Quality and the Earnings Response Coefficients, The Accounting Review 68,346---672.Schwaitz K, B. and K.Menon. Auditor Switches by Failing Firms. The Accounting Review, 1985,60 April:248-261Part 8 taxation1.Douglas A. Shackelforda,2001Terry Shevlin Empirical tax research in accounting, Journal of Accounting and Economics,31 (2001) 321–3872.John R. Grahama, Jana S. Raedyb, 2012.Douglas A. Shackelfordb, Research in accounting for income taxes, Journal of Accounting and Economics,53(2012)3.Jeong-Bon Kima,1, Yinghua Lib,n, Liandong Zhanga,2011Corporate tax avoidance and stock price crash risk: Firm-level analysis,Journal of Accounting and Economics,100(2011)4.Verrecchia, Robert E.Stephanie A2012 Capital Gains Taxes and Expected Rates of Return,Sikes, . Accounting Review. May2012, V ol. 87 Issue 3, p1067-1086.5.Moore, Michael L.Steece, Bert M.Swenson, Charles W.1985Some Empirical Evidence on Taxpayer Rationality. Accounting Review. Jan1985, V ol. 60 Issue 1, p18. 15p.ux, Rick C. 2013The Association between Deferred Tax Assets and Liabilities and Future Tax Payments. Accounting Review. Jul2013, V ol. 88 Issue 4, p1357-1383.（四）财务管理英文经典文献Part 1 Introduction and Overview of Corporate Finance1.Brennan, 1995, “Corporate finance over the past 25 years”, Financial Management 24, Summer, 9-222.Hart, O., 1989, “An economist’s perspective on the theory of the firm”, Columbia Law Review 89, 1757-17743.Williamson, O., 1981, “The modern corporation: origins, evolution, attributes”, Journal of Economic Literature 1537-1568.4.Graham, J. and Harvey, C. 2000. “The Theory and Practice of Corporate Finance: Evidence from the Field”. Journal of Financial Economics 60, 187-244.Part 2 Corporate Finance: Agency Theory and Ownership1.Fama, E., and Jensen, M. 1983. “Agency Problems and Residual Claims”. Journal of Law and Economics, 327-3492.Fama, E., and Jensen, M. 1983. “Separation of Ownership and Control”. Journal of law and economics, 301-325.3.Fama, E. 1978. “The Effects of a Firm’s Investment and Financing Decisions on the Welfare of Its Securityholders”. American Economic Review 68, 272-284.4.Jensen, M., and Meckling, W. 1976. "Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure," Journal of Financial Economics, 305-360.5.Demsetz. 1983. “The Structure of Ownership and the Theory of the Firm”. Journal of Law and Economics 26, 375-390.6.Jensen, M. 1986. “Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers”. Am erican Economic Review, 323-329.7.Myers, S. 1977. “The Determinants of Corporate Borrowing”. Journal of Financial Economics 5, 146-175.8.Parrino, R., and Weisbach, M. 1999. “Measuring Investment Distortions Arising from Stockholder-bondholder Confli ct”. Journal of Financial Economics 53, 3-429.Harford, J. 1999. “Corporate Cash Reserves and Acquisitions”. Journal of Finance 54, 1969-1997.10.Opler, T., Pinkowitz, L., Stulz, R., and Williamson, R. 1999. “The Determinantsand Implications of Corpora te Cash Holdings”. Journal of Financial Economics, 52, 3-46.11.Lie, E. 2000. “Excess Funds and Agency Problems: An Empirical Study of Incremental Cash Disbursements”. Review of Financial Studies 13, 219-248.12.Morck, R., Shleifer, A., and Vishny, R. 1988. “Management Ownership and Market Valuation: An Empirical Analysis”. Journal of Financial Economics, 293-315.Part 3 Corporate Finance: Information, Investors and Corporate Policy1.Akerlof, George. 1970. “The market for “lemons”: Qualitative Uncertainty and the Market Mechanism”. Quarterly Journal of Economics, 89, 488-500.2.Ross, S. 1977. “The Determinants of Capital Structure: The Incentive-signaling Approach”. Bell Journal of Economics 8, 23-40.3.Myers, S.C., and Majluf, N.? 1984. “Corporate Financing and Investment Decisions When Firms Have Information That Investors Do Not Have”. Journal of Financial Economics, 187-221.4.Hart, O. 2001. “Financial Contracting”. Journal of Economic Literature 39, 1079-1100.5.Thakor. 1989. “Strategic Issues in Financial Contracting: An Overview”. Financial Management, 39-58.6.Spence, Michael. 1973. “Job market signaling”. Quarterly Journa l of Economics, 87, 355-74.7.Rothschild, Michael., and Stiglitz, Joseph. 1976. “Equilibrium in Competitive Insurance Markets: an Essay on the Economics of Imperfect Information”. Quarterly Journal of Economics, 90, 629-649.8.Grossman, Sanford., and Sti glitz, Joseph E. 1980. “On the Impossibility of Informationally Efficient Markets”. American Economic Review, 70, 393-408.9.Merton, Robert C. 1987. “A Simple Model of Capital Market Equilibrium with Incomplete Information”. Journal of Finance, 483-510.Part 4 Corporate Finance: Capital Structure, Financing Decisions, Investment and Taxesler, M., and Modigliani, F. 1958.“The Cost of Capital, Corporation Finance, and the Theory of Investment”. American Economic Review, 261-297.ler, M., and M odigliani, F. 1963. “Corporate Income Taxes and the Cost of Capital: A Correction”. American Economic Review, 433-443.3.Harris, M. and A. Raviv. 1991. “The Theory of Capital Structure”. Journal of Finance, 297-368.4.Baker, M., and Wurgler, J. 2002. “Market Timing and Capital Structure”, Journal of Finance, 1-32.5.Frank, M., and Goyal, V. 2003. “Testing the Pecking Order Theory of Capital Structure”, Journal of Financial Economics 67, 217-248.6.Mehrotra, V., Mikkelson, M., and Partch, M. 2003. “The Design of Financial Policies in Corporate Spin-offs”. Review of Financial Studies 16, 1359-1388.7.Berger, P., Ofek, E., and Yermack, D. 1997. “Managerial Entrenchment and Capital Structure Decisions”. Journal of Finance, 1411-1437.8.Masulis, R., 1980. “The Effects of Capital Structure Change on Security Prices: A Study of Exchange Offers”. 1980. Journal of Financial Economics, 139-178.9.Chemmanur, T., and Paolo, F. 1999. “A Theory of the Going-Public Decision”. Review of Financial Studies 12, 249-279.10.Dunbar, C. 1995. “The Use of Warrants as Underwriter Compensation in Initial Public Offerings”. Journal of Financial Economics 38, 59-78.11.DeAngelo, H., and Masulis, R. 1980. “Optimal Capital Structure under Corporate and Personal Taxation”. Journ al of Financial Economics 8, 3-29.ler, M. 1977. “Debt and Taxes”. Journal of Finance 32, 261-275.13.Graham, J. 2000. “How Big are the Tax Benefits of Debt?”. Journal of Finance 55, 1901-1941.14.Graham, J. 2003. “Taxes and Corporate Finance: A Review”. Review of Financial Studies 16, 1075-1129.15.Kaplan, S., and Stromberg, P. 2003. “Financial Contracting Theory Meets the Real World: An Empirical Analysis of Venture Capital Contracts”. Review of Economic Studies, 285-315.16.Andrade, G., and K aplan, G. 1998. “How Costly is Financial (Not Economic) Distress? Evidence from Highly Leveraged Transactions that Became Distressed”.Journal of Finance 53, 1443-1493.17.Kaplan, S., and Zingales, L. 1997. “Do Financing Constraints Explain Why Investment Is Correlated With Cash Flow?”. Quarterly Journal of Economics, 169-215.18.Gertner, R., and Scharfstein, D. 1991. “A Theory of Workouts and the Effects of Reorganization Law”. Journal of Finance 46, 1189-1222.19.Froot, K., Scharfstein, D., and Stein, J. 1993. “Risk Management: Coordinating Corporate Investment and Financing Policies”. Journal of Finance 48, 1629-1658.20.Fama, E., and French, K. 2005. “Financing Decisions: Who Issues Stock”. Journal of Financial Economics, 549-582.21.Fama, E., and French, K. 2002. "Testing Tradeoff and Pecking Order Predictions about Dividends and Debt". Review of Financial Studies, 1-37.Part 5 Corporate Finance: Corporate Governance1.Shleifer, A., and Vishny, R. 1997. “A Survey of Corporate Governance”. Journal of Finance, 737- 783. Porta, R., Lopez-de-Silanes, F., Shleifer, A., and Vishny, R. 2000. “Investor Protection and Corporate Governance”. Journ al of Financial Economics, 3-27.3.Brickley, J., Coles, J., and Terry,R. 1994. “Outside Directors and the Adoption of Poison Pills”. Journal of Financial Economics 35, 371-390.4.Byrd, J., and Hickman, K. 1992. “Do Outside Directors Monitor Managers? Evi dence from Tender Offer Bids”. Journal of Financial Economics 32, 195-222.5.Core, J., Holthausen, R., and Larcker, D. 1999. “Corporate Governance, Chief Executive Officer Compensation, and Firm Performance”. Journal of Financial Economics 51, 371-406.6.Cotter, J., Shivdasani, A., and Zenner, M. 1997. “Do Independent Directors Enhance Target Shareholders Wealth During Tender Offers?”. Journal of Financial Economics 43, 195-218.7.Harford, J. 2003. “Takeover Bids and Target Directors’ Incentives: The Imp act of a Bid on Directors’ Wealth and Board Seats”. Journal of Financial Economics, 51-83. 8.Denis, D., and Sarin, A. 1999. “Ownership and Board Structures in Publicly Traded Corporations”. Journal of Financial Economics 52, 187-224.9.Del Guercio, D., Da nn, L., and Partch, Megan. 2003. “Governance and Boards of Directors in Close-end Investment Companies”. Journal of Financial Economics 69, 111-152.10.Gompers, P., Ishii, J., and Metrick, A. 2003. “Corporate Governance and Equity Prices”. Quarterly Jour nal of Economics 118, 107-155.11.Hermalin, B., and Weisbach, M. 1988. “The Determinants of Board Composition”. RAND Journal of Economics 19, 589-606.12.Hermalin, B., and Weisbach, M. 2003. “Boards of Directors as an Endogenously Determined Institution: a Survey of the Economic Literature”. Federal Reserve Bank at New York, Economic policy review, April 2003.13.Jensen, M. 1993. “The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems”. Journal of Finance, 831-880.14.Mikk elson, W., and Partch, M. 1997. “The Decline of Takeovers and Disciplinary Managerial Turnover”. Journal of Financial Economics 44, 205-228.15.Weisbach, M. 1988. “Outside Directors and CEO Turnover”. Journal of Financial Economics 20, 431-460.16.Yerm ack, D. 1996. “Higher Market Valuation of Companies with a Small Board of Directors”. Journal of Financial Economics 40, 185-211.17.Shivdasani, A., and Yermack, D. 1999. “CEO Involvement in the Selection of New Board Member: an Empirical Analysis”. Jour nal of Finance 54, 1829-1853.18.Yermack, D. 2004. “Remuneration, Retention, and Reputation Incentives for Outside Directors”. Journal of Finance 59, 2281-2308.19.Rosenstein, S., and Wyatt, J. 1997. “Inside Directors, Board Effectiveness, and Shareholde r Wealth”. Journal of Financial Economics 44, 229-248.20.Shivdasani, Anil. 1993. “Board Composition, Ownership Structure and Hostile Takeovers”. Journal of Accounting and Economics, 167–198.21.Fich, E., and Shivdasani, A. 2006. “Are Busy Boards Effective Monitors”. Journal of Finance, 689-724.22.Ferris, S., Jagannathan, M., and Pritchard, A. 2003. “Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments”. Journal of Finance, 1087-1112.23.Vafeas, Nikos. 1999. “Board Meeting Frequency and Firm Performance”. Journal of Financial Economics, 113–142.24.Perry, Tod., and Peyer, Urs. 2005. “Board Seat Accumulation by Executives: A Shareholder's Perspective”. Journal of Finance, 2083–2123.Part 6 Corporate Finance: Mergers and Acquisitions1.Mitchell, M. And Mulherin, J. 1996. “The Impact of Industry Shocks on Takeover and Restructuring Activity”. Journal of Financial Economics, 193-229.2.Shleifer, A. and Vishny, R. 2003. “Stock Market Driven Acquisitions". Journa l of Financial Economics, 295-311.3.Jensen, M., and Ruback, R. 1983. “The Market for Corporate Control: The Scientific Evidence”. Journal of Financial Economics, 5-50.4.Harford, J. 2005. “What Drives Merger Waves?”. Journal of Financial Economics, 529-560.5.Jarrell, G.A., Brickley, J. and Netta, J. 1988. “The Market for Corporate control: The Empirical Evidence Since 1980.”? Journal of Economic Perspectives, 2:49-68.6.Travlos, Nickolaos. 1987. “Corporate Takeover Bids, Methods of Payment, and Bid ding Firm’s Stock Returns”. Journal of Finance 42, 943-963.7.Stulz, R. 1988. “Managerial Control of V oting Rights: Financial Policies and the Market for Corporate Control”. Journal of Financial Economics, 25-54.8.Healy, Paul., Palepu, Krishna., and R uback, Richard. 1992. “Does Corporate Performance Improve after Mergers?”. Journal of Financial Economics 31, 135-175.9.Halpern, Paul. 1982. “Corporate Acquisitions: A Theory of Special Cases? A Review of Event Studies Applied to Acquisitions”. Journal o f Finance 38, 297-317.10.Fuller, K., Netter, J., and Stegemoller, M. 2002. “What do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make Many Acquisitions”. Journal of Finance, 1763-179311.Ecobo, Espen. 1983. “Horizontal Mergers, Collusion, and Stockholder Wealth”. Journal of Financial Economics 11, 241-273.12.Roll, Richard. 1983. “The Hubris Hypothesis of Corporate Takeovers”. Journal of Business 59, 197-216.13.Fama, E., Fisher, L., Jensen, M., and Roll, Richard. 1969. “The Adjustment of Stock Prices to New Information”. International Economic Review 1, 1-21.14.Dodd, P., and Warner, J. 1983. “On Corporate Governance: a Study of Proxy Contests”. Journal of Financial Economics 11, 401 - 438.15.Brown, Stephen., and Warner, Jerold. 1980. “Measuring Security Price Performance”. Journal of Financial Economics 8, 205-285.16.Brown, Stephen., and Warner, Jerold. 1985. “Using Daily Stock Returns: The Case of Event Studies”. Journal of Financial Economics 14, 3-32.17.MacKinlay, C. 1997. “Event Studies in Economics and Finance”. Journal of Economic Literature 35, 13-39.18.Dann, L.Y., and DeAngelo, H. 1983. “Standstill Agreements, Privately Negotiated Stock Repurchases and the Market for Corporate Control”. Journal of Financial Economics, 275-30019.Martin, K., and McConnell, J. 1991. “Corporate Performance, Corporate Takeovers, and Management Turnover”. Journal of finance, 671-687.20.Kaplan, S., and Weisbach, M. 1992. “The Success of Acquisitions: Evidence from Diverstitures”. Jou rnal of Finance 47, 107-138.21.Kaplan, S. 1989. “The Effects of Management Buyouts on Operating Performance and Value”. Journal of Financial Economics 24, 217-254.22.Kaplan, S., and Stein, J. 1990. “How Risky is the Debt in Highly Leveraged Transactio ns?”. Journal of Financial Economics, 215-246.。
财务英语专业术语
流动资产CURRENT ASSETS：现金Cash on hand银行存款Cash in bank有价证券Marketable securitiea应收票据Notes receivable应收帐款Accounts receivable坏帐准备Provision for bad debts预付帐款Advances to suppliers其他应收款Other receivables待摊费用Deferred and prepaid expenses存货Inventories存货变现损失准备Provision for loss on realization of inventory一年内到期的长期债券投资Long-term investments maturing within one year 其他流动资产Other current assets长期投资Long-term in vestments一年以上的应收款项Receivables collectable after one year固定资产：FIXED ASSETS:固定资产原价Fixed assets-cost累计折旧Accumulated depreciation固定资产净值Fixed assets-net value固定资产清理Disposal of fixed assets在建工程Construction in progress无形资产INTANGIBLE ASSETS:场地使用权Land occupancy right工业产权及专有技术Proprietary technology and patents其他无形资产Other intangibles assets其他资产：OTHER ASSETS开办费Organization expenses筹建期间汇兑损失Exchange loss during start-up peried递延投资损失Deferred loss on investments递延税款借项Deferred taxes debit其他递延支出Other deferred expenses待转销汇兑损失Unamortized cxehange loss流动负债CURRENT LIABILITIES:短期借款Short term loans应付票据Notes payable应付帐款Accounts payable应付工资Accrued payroll应交税金Taxes payable应付利润Dividends payable预收货款Advances from customers其他应付款Other payables预提费用Accrued expenses应付福利费Staff and workers bonus and welfare fund一年内到期的长期负债Long-term liabitities due within one year其他流动负债Other current liabilities长期负债LING-TERMLIABILITIES长期借款Ling-term loans应付公司债Debentures payable应付公司债溢价（折价）Premium(discount)on debentures payable一年以上的应付款项Payables due after one year其他负债OTHER LIABILITES筹建期间汇兑收益Exchange gain during start-up period递延投资收益Deferred gain on investments递延税款贷项Deferred taxes credit其他递延贷项Other deferred credit待转销汇兑收益Unamortized exchange gain所有者权益：OWNERS' EQUITY实收资本Paid in capital其中：中方投资Including:Chinese investment其中：外方投资Including:Foreign investment已归还投资Investment returned资本公积Capital surplus储备基金Reserve fund企业发展基金Enterprise expansion fund利润归还投资Profits capitalised on return of investment本年利润current year profit未分配利润Undistributed profits主营业务收入Revenue from main operation主营业务成本Cost of main operation主营业务税金及附加Tax and additional duty of main operation主营业务利润Income from main operation其他业务利润Incom from other operation营业费用Operating expense管理费用General and administrative expense 财务费用Financial expense 利息支出Interest expense汇兑损失Exchange loss营业利润Operating Income投资收益Investment income营业外收入Non-operating income营业外支出Non operating expense利润总额Income before tax所得税income tax净利润 Net incomeAAA 美国会计学会Abacus 《算盘》杂志abacus 算盘Abandonment 废弃,报废;委付abandonment value 废弃价值abatement ①减免②冲销ability to service debt 偿债能力abnormal cost 异常成本abnormal spoilage 异常损耗above par 超过票面价值above the line 线上项目absolute amount 绝对数,绝对金额absolute endorsement 绝对背书absolute insolvency 绝对无力偿付absolute priority 绝对优先求偿权absolute value 绝对值absorb 摊配,转并absorption account 摊配账户,转并账户absorption costing 摊配成本计算法abstract 摘要表abuse 滥用职权abuse of tax shelter 滥用避税项目ACCA 特许公认会计师公会accelerated cost recovery system 加速成本收回制度accelerated depreciation method 加速折旧法,快速折旧法acceleration clause 加速偿付条款,提前偿付条款acceptance ①承兑②已承兑票据③验收acceptance bill 承兑票据acceptance register 承兑票据登记簿acceptance sampling 验收抽样access time 存取时间accommodation 融通accommodation bill 融通票据accommodation endorsement 融通背书account ①账户,会计科目②账簿,报表③账目,账项④记账accountability 经营责任,会计责任accountability unit 责任单位Accountancy 《会计》杂志accountancy 会计accountant 会计员,会计师accountant general 会计主任,总会计accounting in charge 主管会计师accountant,s legal liability 会计师的法律责任accountant,s report 会计师报告accountant,s responsibility 会计师职责account form 账户式,账式accounting ①会计②会计学accounting assumption 会计假定,会计假设accounting basis 会计基准,会计基本方法accounting changes 会计变更accounting concept 会计概念accounting control 会计控制accounting convention 会计常规,会计惯例accounting corporation 会计公司accounting cycle 会计循环accounting data 会计数据accounting doctrine 会计信条accounting document 会计凭证accounting elements 会计要素accounting entity 会计主体,会计个体accounting entry 会计分录accounting equation 会计等式accounting event 会计事项accounting exposure 会计暴露,会计暴露风险accounting firm 会计事务所Accounting Hall of Fame 会计名人堂accounting harmonization 会计协调化accounting identity 会计恒等式accounting income 会计收益accounting information 会计信息accounting information system 会计信息系统accounting internationalization 会计国际化accounting journals 会计杂志accounting legislation 会计法规accounting manual 会计手册accounting objective 会计目标accounting period 会计期accounting policies 会计政策accounting postulate 会计假设accounting practice 会计实务accounting principle 会计原则Accounting Principle Board 会计原则委员会accounting procedures 会计程序accounting profession 会计职业,会计专业accounting rate of return 会计收益率accounting records 会计记录,会计簿籍Accounting Review 《会计评论》accounting rules 会计规则Accounting Series Release 《会计公告文件》accounting service 会计服务accounting software 会计软件accounting standard 会计标准,会计准则accounting standardization 会计标准化Accounting Standards Board 会计准则委员会(英)Accounting Standards Committee 会计准则委员会(英) accounting system ①会计制度②会计系统accounting technique 会计技术accounting theory 会计理论accounting transaction 会计业务,会计账务Accounting Trend and Techniques 《会计趋势和会计技术》accounting unit 会计单位accounting valuation 会计计价accounting year 会计年度accounts 会计账簿,会计报表account sales 承销清单,承销报告单accounts payable 应付账款accounts receivable 应收账款accounts receivable aging schedule 应收账款账龄分析表accounts receivable assigned 已转让应收账款accounts receivable collection period 应收账款收款期accounts receivable discounted 已贴现应收账款accounts receivable financing 应收账款筹资,应收账款融资accounts receivable management 应收账款管理accounts receivable turnover 应收账款周转率,应收账款周转次数accretion 增殖accrual basis accounting 应计制会计,权责发生制会计accrued asset 应计资产accrued expense 应计费用accrued liability 应计负债accrued revenue 应计收入accumulated depreciation 累计折旧accumulated dividend 累计股利accumulated earnings tax 累积盈余税,累积收益税accumulation 累积,累计acid test ratio 酸性试验比率acquired company 被盘购公司,被兼并公司acquisition 购置,盘购acquisition accounting 盘购会计acquisition cost 购置成本acquisition decision 购置决策acquisition excess 盘购超支acquisition surplus 盘购盈余across-the-board 全面调整ACT 预交公司税act 法案,法规action 起诉,诉讼active account 活动账户active assets 活动资产activity 业务活动,作业activity account 作业账户activity accounting 作业会计activity ratio 业务活动比率activity variance 业务活动量差异act of bankruptcy 破产法act of company 公司法act of God 天灾,不可抗力actual capital 实际资本actual value 实际价值actual wage 实际工资added value 增值added value statement 增值表added value tax 增值税addition 增置,扩建additional depreciation 附加折旧,补提折旧additional paid-in capital 附加实缴资本additional tax 附加税adequate disclosure 充分披露adjunct account 附加账户adjustable-rate bond 可调整利率债券adjusted gross income 调整后收益总额,调整后所得总额adjusted trial balance 调整后试算表adjusting entry 调整分录adjustment 调整adjustment account 调整账户adjustment bond 调整债券administrative accounting 行政管理会计administrative budget 行政管理预算administrative expense 行政管理费用ADR 资产折旧年限幅度ad valorem tax 从价税advance 预付款,垫付款advance corporation tax 预交公司税advances from customers 预收客户款advance to suppliers 预付货款adventure 投机经营,短期经营adverse opinion 反面意见,否定意见adverse variance 不利差异,逆差advisory services 咨询服务affiliated company 联营公司affiliation 联营after closing trial balance 结账后试算表after cost 售后成本after date 出票后兑付after sight 见票后兑付after-tax 税后AGA 政府会计师联合会age 寿命,账龄,资产使用年限age allowance 年龄减免age analysis 账龄分析agency 代理,代理关系agency commission 代理佣金agency fund 代管基金agenda 议事日程,备忘录agent 代理商,代理人aggregate balance sheet 合并资产负债表aggregate income statement 合并损益表AGI 调整后收益总额,调整后所得总额aging of accounts receivable 应收账款账龄分析aging schedule 账龄表agio 贴水,折价agiotage 汇兑业务,兑换业务AGM 年度股东大会agreement 协议agreement of partnership 合伙协议AICPA 美国注册公共会计师协会AIS 会计信息系统all capital earnings rate 资本总额收益率all-inclusive income concept 总括收益概念allocation 分摊,分配allocation criteria 分配标准allotment ①分配,拨付②分配数,拨付数allowance ①备抵②折让③津贴allowance for bad debts 呆账备抵allowance for depreciation 折旧备抵账户allowance method 备抵法all-purpose financial statement 通用财务报表,通用会计报表alpha risk 阿尔法风险,第一种审计风险altered check 涂改支票alternative accounting methods 可选择性会计方法alternative proposals 替代方案,备选方案amalgamation 企业合并American Accounting Association 美国会计学会American depository receipts 美国银行证券存单,美国银行证券托存收据American Institute of Certified Public Accountants 美国注册会计师协会,美国注册公共会计师协会American option 美式期权American Stock Exchange 美国股票交易所amortization ①摊销②摊还amortized cost 摊余成本amount 金额,合计amount differ 金额不符amount due 到期金额amount of 1 dollar 1元的本利和analysis 分析analyst 分析师analytical review 分析性检查annual audit 年度审计annual closing 年度结账annual general meeting 年度股东大会annualize 按年折算annualized net present value 折算年度净现值annual report 年度报告annuity 年金annuity due 期初年金annuity in advance 预付年金annuity in arrears 迟付年金annuity method of depreciation 年金折旧法antedate 填早日期anticipation 预计,预列anti-dilution clause 防止稀释条款anti-pollution investment 消除污染投资anti-profiteering tax 反暴利税anti-tax avoidance 反避税anti-trust legislation 反拖拉斯立法A/P 应付账款APB 会计原则委员会APB Opinion 《会计原则委员会意见书》Application 申请,申请书applied overhead 已分配间接费用appraisal 估价appraisal capital 评估资本appraisal surplus 估价盈余appraiser 估价员,估价师appreciation 增值appropriated retained earnings 已拨定留存收益,已指定用途留存收益appropriation 拨款,指拨经费appropriation account ①拨款账户②留存收益分配账户appropriation budget 拨款预算approval 核定,审批approved account 核定账户approved bond 核定债券A/R 应收账款arbitrage 套利,套汇arbitrage transaction 套利业务,套汇业务arbitration 仲裁,公断arithmetical error 算术误差arm,s-length price 正常价格,公正价格arm,s-length transaction 一臂之隔交易,正常交易ARR 会计收益率arrears ①拖欠,欠款②迟付arrestment 财产扣押Authur Anderson & Co. 约瑟•安德森会计师事务所,安达信会计师事务所article 文件条文,合同条款articles of incorporation 公司章程articles of partnership 合伙契约articulate 环接articulated concept 环接观念artificial intelligence 人工智能ASB 审计准则委员会ASE 美国股票交易所Asian Development Bank 亚洲开发银行Asian dollar 亚洲美元asking price 索价,卖方报价assessed value 估定价值assessment ①估定,查定②特别税捐,特别摊派税捐asset 资产asset cover 资产担保,资产保证asset depreciation range 资产折旧年限幅度asset-liability view 资产—负债观念asset quality 资产质量asset retirement 资产退役,资产报废asset revaluation 资产重估价asset stripping 资产剥离,资产拆卖asset structure 资产结构asset turnover 资产周转率asset valuation 资产计价assignment of accounts receivable 应收账款转让associated company 联属公司,附属公司Association of Government Accounting 政府会计师协会assumed liability 承担债务,承付债务A T 税后at cost 按成本at par 按票面额,平价at sight 见票兑付,即期兑付attached account 被查封账户attachment 扣押,查封attest 证明,验证attestation 证明书,鉴定书audit 审核,审计auditability 可审核性audit committee 审计委员会audit coverage 审计范围audited financial statement 审定财务报表,审定会计报表audit evidence 审计证据,审计凭证Audit Guides 《审计指南》auditing ①审计②审计学auditing procedure 审计程序auditing process 审计过程auditing standard 审计标准,审计准则Auditing Standards Board 审计准则委员会Auditor 审计员,审计师auditor general 审计主任,总审计auditor,s legal liability 审计师法律责任auditor,s opinion 审计师意见书auditor,s report 审计师报告,查账报告audit program 审计工作计划audit report 审计报告audit risk 审计风险audit sampling 审计抽样audit software 审计软件audit test 审计抽查audit trail 审计脉络,审计线索audit working paper 审计工作底稿authorized capital stock 核定股本,法定股本automated clearing house 自动票据交换所automated teller machine 自动取款机automatic transfer service 自动转账服务available asset 可用资产available inventory 可用存货average balance 平均余额average collection period 平均收款期average cost 平均成本average-cost method 平均成本法average inventory 平均存货,平均库存average life 平均寿命,平均使用年限average payment period (of accounts payable) 应付账款平均付款期average rate of return 平均收益率averages 股票价格平均指数avoidable cost 可避免成本。
05Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers
Agency Costs of Free Cash Flow,Corporate Finance,and TakeoversMichael C.JensenThe American Economic Review,Vol.76,No.2,Papers and Proceedings of the Ninety-EighthAnnual Meeting of the American Economic Association.(May,1986),pp.323-329.Stable URL:/sici?sici=0002-8282%28198605%2976%3A2%3C323%3AACOFCF%3E2.0.CO%3B2-MThe American Economic Review is currently published by American Economic Association.Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use,available at/about/terms.html.JSTOR's Terms and Conditions of Use provides,in part,that unless you have obtained prior permission,you may not download an entire issue of a journal or multiple copies of articles,and you may use content in the JSTOR archive only for your personal,non-commercial use.Please contact the publisher regarding any further use of this work.Publisher contact information may be obtained at/journals/aea.html.Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission.The JSTOR Archive is a trusted digital repository providing for long-term preservation and access to leading academic journals and scholarly literature from around the world.The Archive is supported by libraries,scholarly societies,publishers, and foundations.It is an initiative of JSTOR,a not-for-profit organization with a mission to help the scholarly community take advantage of advances in technology.For more information regarding JSTOR,please contact support@.You have printed the following article:Agency Costs of Free Cash Flow,Corporate Finance,and TakeoversMichael C.JensenThe American Economic Review ,Vol.76,No.2,Papers and Proceedings of the Ninety-Eighth Annual Meeting of the American Economic Association.(May,1986),pp.323-329.Stable URL:/sici?sici=0002-8282%28198605%2976%3A2%3C323%3AACOFCF%3E2.0.CO%3B2-MThis article references the following linked citations.If you are trying to access articles from anoff-campus location,you may be required to first logon via your library web site to access JSTOR.Please visit your library's website or contact a librarian to learn about options for remote access to JSTOR.[Footnotes]3Going Private:Minority Freezeouts and Stockholder WealthHarry DeAngelo;Linda DeAngelo;Edward M.RiceJournal of Law and Economics ,Vol.27,No.2.(Oct.,1984),pp.367-401.Stable URL:/sici?sici=0022-2186%28198410%2927%3A2%3C367%3AGPMFAS%3E2.0.CO%3B2-A3Management BuyoutsLouis LowensteinColumbia Law Review ,Vol.85,No.4.(May,1985),pp.730-784.Stable URL:/sici?sici=0010-1958%28198505%2985%3A4%3C730%3AMB%3E2.0.CO%3B2-8ReferencesGoing Private:Minority Freezeouts and Stockholder WealthHarry DeAngelo;Linda DeAngelo;Edward M.RiceJournal of Law and Economics ,Vol.27,No.2.(Oct.,1984),pp.367-401.Stable URL:/sici?sici=0022-2186%28198410%2927%3A2%3C367%3AGPMFAS%3E2.0.CO%3B2-ALINKED CITATIONS -Page 1of 2-Two Agency-Cost Explanations of DividendsFrank H.EasterbrookThe American Economic Review ,Vol.74,No.4.(Sep.,1984),pp.650-659.Stable URL:/sici?sici=0002-8282%28198409%2974%3A4%3C650%3ATAEOD%3E2.0.CO%3B2-N Management BuyoutsLouis LowensteinColumbia Law Review ,Vol.85,No.4.(May,1985),pp.730-784.Stable URL:/sici?sici=0010-1958%28198505%2985%3A4%3C730%3AMB%3E2.0.CO%3B2-8LINKED CITATIONS -Page 2of 2-。
自由现金流的代理成本,公司财务与收购
g y,p Agency Costs of Free Cash Flow, Corporate Finance and Takeovers——Michael C. Jensen 1986《美国经济评论》——Michael C Jensen1986自由现金流的代理成本，公司财务与收购论文背景：从20世纪60年代到20世纪80年代，美国石油行业经历了从繁荣到衰败的转折，这是自由现金流量假说最直接的背景。
美国石油行业从20世纪60年代末开始出现繁荣景象，利用积累的大量现金进行了广泛的投资活动，然而由于管理者的自私动机，直接导致了1975～1985年间投资项目的大量失败，股价也持续下跌。
为了研究这一问题，Jensen发表了这篇文章，第一次提出了自由现金流（Free Cash Flow)的概念，以及如何解决自由现金流的代理成本。
论文提纲1. 重要概念与研究目的2. 债务在激励组织有效性中的角色3.3. 财务重组中的证据4. 杠杆收购和私有化交易的证据5. 来自石油行业的证据6石油行业的收购6.7. 收购的自由现金流理论自由现金流是指满足所有具有正的净现值的投自由现金流，是指满足所有具有正的净现值的投资项目（NPV>0)所需资金后多余的那部分现金流量，这些投资项目的净现值按相关资本成本贴现计算出来。
企业现有资金万元100万元，A 项目需资金50万元（NPV>0)，B项目需资金30万元(NPV>0)，C 项目需资金10万元(NPV<0)。
满足项目A(50万元）B 30满足项目（万元）20自由现剩余现金（万元）金流股东VS经理人股东：应当将自由现金流以现金股利或者股票回购等股东应当将自由现金流以现金股利或者股票回购等方式支付给股东，防止经理人将其投资于低于资本成本的活动或将其浪费在组织的低效率运行中。
经理层：把自由现金流留存在企业中。
1增加经理层所控制的资源增加其权力加速企1.增加经理层所控制的资源，增加其权力。
国际财务报告准则第 8号——经营分部》 (IFRS 8)
向德勤全球的客户和员工发布德勤全球国际财务报告准则国际财务报告准则第8号经营分部ifrs8领导小组国际财务报告准则全球办公室国际会计准则理事会iasb于2006年11月30日发布了国际财球国际财务报告准则领导人务报告准则第8号经营分部ifrs8该准则取代了kenwild国际会计准则第14号分部报告ias14并对报告期始kwilddeloittecouk于2009年1月1日或以后日期的年度财务报表生效准则也允许被国际财务报告准则卓越中心提前采用
送其个别（或合并）财务报表。 但是，如果母公司的单独及合并财务报表编列于同一份财务报告中，则分部信息仅需基于合并 财务报表列报。 经营分部 IFRS 8将经营分部定义如下： 经营分部是主体的组成部分：
l 从事可赚取收入和发生费用（包括与同一主体内的其他组成部分进行交易而发生的相关收 入和费用）的经营活动；
IAS Plus网站 目前访问我们 网站的人数已超过五百四十万。 我们的目标是在互联网上提供国 际财务报告相关新闻的最佳综合 资讯。敬请定期查阅。
《国际财务报告准则第 8 号——经营分部》(IFRS 8)
国际会计准则理事会（IASB）于2006年11月30日发布了《国际财 务报告准则第8号——经营分部》（IFRS 8），该准则取代了 《国际会计准则第14号——分部报告》（IAS 14）并对报告期始 于2009年1月1日或以后日期的年度财务报表生效，准则也允许被 提前采用。IFRS 8一经生效，国际财务报告准则与美国公认会计 原则下的分部报告将实现趋同（除一些细微的差异外）。
及计量基础的信息；及 l 将分部总收入、报告分部损益、分部资产、分部负债及其他重大项目调节为主体财务报表
中相应项目的调节表。 此外，即使仅有一个报告分部，主体也需要按规定对整个主体的信息进行披露，这些披露信息 包括关于每一产品和服务或产品和服务组的信息。 IFRS 8要求按地区对收入和特定的非流动资产进行分析——且如果信息重要，需要进一步按个 别境外国家披露重大的收入/资产，而不论经营分部如何识别。如果无法取得必要的信息进行上 述分析且获取该信息的成本过高，则必须披露这一事实。 IFRS 8同时要求披露与主要顾客交易的信息。如果与单一外部顾客的交易产生的收入总额占主 体收入的10％或以上，则必须披露来自每一个此类顾客的收入总额以及报告此类收入的分部。 主体既无需披露主要顾客的特征，也无需披露各分部报告从该顾客赚取的收入金额。据此，已 知的同一控制下的一组主体应作为单一顾客处理；而政府及已知由政府控制的主体亦应作为单 一顾客处理。 对《国际会计准则第 34 号——中期财务报告》（IAS 34）的修订 IFRS 8 将进一步扩展中期报告日的分部信息要求。鉴于报告的金额将与内部报告的金额一致， 理事会认为现时有可能在无需过多成本或延迟的情况下，在中期报告中扩展分部信息。 对《国际会计准则第 36 号——资产减值》（IAS 36）的修订 IAS 36 规定，商誉的减值测试应当在与商誉相关的现金产出单元的减值测试中进行。在识别减 值测试中商誉所属的单元（单元组）时，IAS 36 通过参照主体的报告分部限制该等单元或单元 组的规模。IFRS 8 取代 IAS 14 后，最大限制将参照根据 IFRS 8 认定的主体经营分部来确定— 这可能与过往根据 IAS 14 确定的限制有所不同。 生效日期和过渡性规定 IFRS 8 对报告期始于 2009 年 1 月 1 日或以后日期的年度财务报表生效，允许提前采用。如果主 体提前采用 IFRS 8， 亦应同时采用 IAS 34 的修订版（及其他相应修订）。除非无法取得有关 信息或获取该信息的成本过高，否则为了符合 IFRS 8 的要求，过渡期作为比较信息列报的前期 分部信息必须予以重述。 IFRS 8 与 SFAS 131 之间尚存的差异 IFRS８的结论基础指出 IFRS 8 与 SFAS 131 之间尚存在如下的三项差异： l 根据国际财务报告准则，非流动资产包括无形资产－但 SFAS 131 后附的指引似乎限定该准
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
American Economic Association is collaborating with JSTOR to digitize, preserve and extend access to The American Economic Review
This content downloaded from 129.234.0.68 on Thu, 07 Sep 2017 09:19:40 UTC All use subject to /terms
have received little attention.' Payouts to
shareholders reduce the resources under managers' control, thereby reducing managers' power, and making it more likely they will incur the monitoring of the capital markets which occurs when the firm must obtain new capital (see M. Rozeff, 1982; F. H. Easterbrook, 1984). Financing projects internally avoids this monitoring and the possibility the funds will be unavailable or available only at high explicit prices. Managers have incentives to cause their firms to grow beyond the optimal size. Growth increases managers' power by increasing the resources under their control. It is also associated with increases in managers' compensation, because changes in compensation are positively related to the growth
JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@. Your use of the JSTOR archive indicates your acceptance of the Terms & Conditions of Use, available at /terms
Fortune 500 firms concludes that managers of these firms were not driven by maximization of the value of the firm, but rather by the maximization of "corporate wealth," defined as "the aggregate purchasing power available to nmanagenment for strategic purposes during ani' giveni planning period" (p. 3). "In practical terms it is 2 Rents are returns in excess of the opportunity cost cash, credit, and other corporate purchasing power by of the resources to the activity. Quasi rents are returns which management commands goods and services" in excess of the short-run opportunity cost of the re-
Competition in the product and factor markets tends to drive prices towards minimum average cost in an activity. Managers must therefore motivate their organizations to increase efficiency to enhance the probability of survival. However, product and factor market disciplinary forces are often weaker in new activities and activities that involve substantial economic rents or quasi rents.2 In these cases, monitoring by the firm's internal control system and the market for corporate control are more important. Activities generating substantial economic rents or quasi rents are the types of activities that generate substantial amounts of free
Research, Harvard Business School, and the Managerial Economics Research Center, University of Rochester. I have benefited from discussions with George Baker, Gordon Donaldson, Allen Jacobs, Jay Light, Clifford
Agency Costs of Free Cash Flow, Corporate Finance,
and Takeovers
By MICHAEL C. JENSEN*
in sales (see Kevin Murphy, 1985). The tendency of firms to reward middle managers through promotion rather than year-to-year bonuses also creates a strong organizational bias toward growth to supply the new positions that such promotion-based reward systems require (see George Baker, 1986).
American Economic Association
Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers Author(s): Michael C. Jensen Source: The American Economic Review, Vol. 76, No. 2, Papers and Proceedings of the Ninety-Eighth Annual Meeting of the American Economic Association (May, 1986), pp. 323-329 Published by: American Economic Association Stable URL: /stable/1818789 Accessed: 07-09-2017 09:19 UTC
vate managers to disgorge the cash rather
than investing it at below the cost of capital or wasting it on organization inefficiencies. The theory developed here explains 1) the Smith, Wolf Weinhold, and especially Armen Alchian benefits of debt in reducing agency costs of and Richard Ruback. 'Gordon Donaldson (1984) in his study of 12 large free cash flows, 2) how debt can substitute
cash flow.
Free cash fห้องสมุดไป่ตู้ow is cash flow in excess of
that required to fund all projects that have positive net present values when discounted at the relevant cost of capital. Conflicts of *LaClare Professor of Finance and Business Administration and Director of the Managerial Economics interest between shareholders and managers Research Center, University of Rochester Graduate over payout policies are especially severe School of Management, Rochester, NY 14627, and Prowhen the organization generates substantial fessor of Business Administration, Harvard Business free cash flow. The problem is how to motiSchool. This research is supported by the Division of