关联交易及利润操纵的英文文献就(带中文译文)
雅典证交所营运资金管理和上市公司盈利能力之间的关系【外文翻译】
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本科毕业论文(设计)外文翻译原文:The relationship between working capital management andprofitability of listed companies in the Athens Stock Exchange AbstractIn this paper we investigate the relationship of corporate profitability and working capital management. We used a sample of 131 companies listed in the Athens Stock Exchange (ASE) for the period of 2001-2004. The purpose of this paper is to establish a relationship that is statistical significant between profitability, the cash conversion cycle and its components for listed firms in the ASE. The results of our research showed that there is statistical significance between profitability, measured through gross operating profit, and the cash conversion cycle. Moreover managers can create profits for their companies by handling correctly the cash conversion cycle and keeping each different component (accounts receivables, accounts payables, inventory) to an optimum level.IntroductionCapital structure and working capital management are two areas widely revisited by academia in order to postulate firms’ profitability. Working capital management has been approached in numerous ways. Other researchers studied the impact of optimum inventory management while other authors studied the management of accounts receivables in an optimum way that leads to profit maximization. According to Deloof (2003) the way that working capital is managed has a significant impact on profitability of firms. This result indicates that there is a certain level of working capital requirements which potentially maximizes returns.Other work on the field of working capital management focuses on the routines employed by firms. This research showed that firms which focus on cash management were larger, with fewer cash sales, more seasonality and possibly more cash flowproblems. While smaller firms focused more on stock management and less profitable firms were focused on credit management routines. It is suggested that high growth firms follow a more reluctant credit policy towards their customers, while they tie up more capital in the form of inventory. Meanwhile accounts payables will increase due to better relations of suppliers with financial institutions which divert this advantage of financial cost to their clients.According to Wilner (2000) most firms extensively use trade credit despite its apparent greater cost, and trade credit interest rates commonly exceed 18 percent. In addition to that he states that in 1993 American firms extended their credit towards customers by 1.5 trillion dollars. Similarly Deloof (2003) found out through statistics from the National Bank of Belgium that in 1997 accounts payable were 13% of their total assets while accounts receivables and inventory accounted for 17% and 10% respectively. Summers and Wilson (2000) report that in the UK corporate sector more than 80% of daily business transactions are on credit terms.There seems to be a strong relation between the cash conversion cycle of a firm and its profitability. The three different components of cash conversion cycle (accounts payables, accounts receivables and inventory) can be managed in different ways in order to maximize profitability or to enhance the growth of a company. Sometimes trade credit is a vehicle to attract new customers. Many firms are prepared to change their standard credit terms in order to win new customers and to gain large orders. In addition to that credit can stimulate sales because it allows customers to assess product quality before paying. Therefore it is up to the individual company whether a ‘marketing’ approach should be followed when managing the working capital through credit extension. However the financial department of such a company will face cash flow and liquidity problems since capital will be invested in customers and inventory respectively. In order to have maximum value, equilibrium should be maintained in receivables-payables and inventory. According to Pike & Cheng (2001) credit management seeks to create, safeguard and realize a portfolio of high quality accounts receivable. Given the significant investment in accounts receivable by most large firms, credit management policy choices and practices could have importantimplications for corporate value. Successful management of resources will lead to corporate profitability, but how can we measure management success since a period of ‘credit granting’ might lead to increased sales and market share whilst accompanied by decreased profitability or the opposite? Since working capital management is best described by the cash conversion cycle we will try to establish a link between profitability and management of the cash conversion cycle. This simple equation encompasses all three very important aspects of working capital management. It is an indication of how long a firm can carry on if it was to stop its operation or it indicates the time gap between purchase of goods and collection of sales. The optimum level of inventories will have a direct effect on profitability since it will release working capital resources which in turn will be invested in the business cycle, or will increase inventory levels in order to respond to higher product demand. Similarly both credit policy from suppliers and credit period granted to customers will have an impact on profitability. In order to understand the way working capital is managed cash conversion cycle and its components will be statistically analyzed. In this paper we investigate the relationship between working capital management and firms’ profitability for 131 listed companies in the Athens Stock Exchange for the period 2001-2004. The purpose of this paper is to establish a relationship that is statistical significant between profitability, the cash conversion cycle and its components for listed firms in the ASE (Athens Stock Exchange). The paper is structured as follows. In the next section we present the variables used as well as the chosen sample of firms. Results of the descriptive statistics accompanied with regression modeling relating profitability (the dependent variable) against other independent variables including components of the cash conversion cycle, in order to test statistical significance. Finally the last section discusses the findings of this paper and comes up with conclusions related with working capital management policies and profitability.Data Collection and Variables(i) Data CollectionThe data collected were from listed firms in the Athens Stock Exchange Market. The reason we chose this market is primarily due to the reliability of the financialstatements. Companies listed in the stock market have an incentive to present profits if those exist in order to make their shares more attractive. Contrary to listed firms, non listed firms in Greece have less of an incentive to present true operational results and usually their financial statements do not reflect real operational and financial activity. Hiding profits in order to avoid corporate tax is a common tactic for non listed firms in Greece which makes them less of a suitable sample for analysis where one can draw inference, based on financial data, for working capital practices.For the purpose of this research certain industries have been omitted due to their type of activity. We followed the classification of NACE(Classification of Economic Activities in the European Community) industries from which electricity and water, banking and financial institutions, insurance, rental and other services firms have been omitted. The original sample consisted of about 300 firms which narrowed down to 131 companies. The most recent period for which we had complete data was 2001-2004. Some of the firms were not included in the data due to lack of information for the certain period. Finally the financial statements were obtained from the ICAP SA(International Capital SA) database. Our analysis uses stacked data for the period 2001-2004 which results to 524 total observations.(ii) VariablesAs mentioned earlier in the introduction the cash conversion cycle is used as a measure in order to gauge profitability. This measure is described by the following equation:Cash Conversion Cycle = No of Days A/R(Accounts Receivables)+ No of Days Inventory – No of Days A/P(Accounts Payables) (1) In turn the components of cash conversion cycle are given below:No of Days A/R = Accounts Receivables/Sales*365 (2) No of Days Inventory = Inventory/Cost of Goods Sold*365 (3) No of Days A/P = Accounts Payables/Cost of Goods Sold*365 (4) Another variable chosen for the model specification is that of company size measured through the natural logarithm of sales. Shares and participation to other firm are considered as fixed financial assets. The variable I we use which is related tofinancial assets is the following:Fixed Financial Assets Ratio = Fixed Financial Assets/Total Assets (5) This variable is used since for many listed companies financial assets comprise a significant part of their total assets. This variable will be used later on in order to obtain an indication how the relationship and participation of one firm to others affects its profitability. Another variable used in order to perform regression analysis later on, includes financial debt measured through the following equation: Financial Debt Ratio = (Short Term Loans + Long Term Loans)/Total Assets (6) This is used in order to establish relation between the external financing of the firm and its total assets.Finally the dependent variable used is that of gross operating profit. In order to obtain this variable we subtract cost of goods sold from total sales and divide the result with total assets minus financial assets.Gross Operating Profit = (Sales – COGS)/(Total Assets – Financial Assets (7) The reason for using this variable instead of earnings before interest tax depreciation amortization (EBITDA) or profits before or after taxes is because we want to associate operating ‘success’ or ‘failure’ with an operating ratio and relate this variable with other operating variables (i.e cash conversion cycle). Moreover we want to exclude the participation of any financial activity from operational activity that might affect overall profitability, thus financial assets are subtracted from total assets. Regression AnalysisSo far we established a framework of literature and data analysis in order to investigate the impact of working capital management on profitability. In order to shed more light on the relationship of working capital management on firms’ profitability we use regression analysis. In the following proposed models we examine the endogenous variable which is profitability (measured through operational profitability as mentioned in section 2 (ii) by equation (7)) against six exogenous variables and industry dummy variables. The independent variables are fixed financial assets (measured by equation (5)), the natural logarithm of sales, financial debt ratio (measured through equation (6)) and cash conversion cycle. We included in thepreceding models industry dummy variables according to NACE coding. However, in order to have the minimum degrees of freedom necessary we used general sectors of NACE categories instead of having a more detailed 4 digit codes (the 4 digit coding gave 77 different categories). Hence the total number of NACE sectors was nine, which resulted to eight industry dummy variables (in order not to fall to what is called the dummy variable trap, which is the situation of perfect collinearity or multicollinearity).ConclusionThis paper adds to existing literature such as Shin and Soenen (1998) who found a strong negative relationship between the cash conversion cycle and corporate profitability for listed American firms for the 1975- 1994 period and Deloof (2003) who found negative relationship between profitability and number of days accounts receivable, inventories and accounts payable of Belgian firms for the period 1992-1996.So far we observed a negative relationship between profitability (measured through gross operating profit) and the cash conversion cycle which was used as a measure of working capital management efficacy. Therefore it seems that operational profitability dictates how managers or owners will act in terms of managing the working capital of the firm. We observed that lower gross operating profit is associated with an increase in the number days of accounts payables. The above could lead to the conclusion that less profitable firms wait longer to pay their bills taking advantage of credit period granted by their suppliers. The negative relationship between accounts receivables and firms’ profitability suggests that less profitable firms will pursue a decrease of their accounts receivables in an attempt to reduce their cash gap in the cash conversion cycle. Likewise the negative relationship between number of days in inventory and corporate profitability suggests that in the case of a sudden drop in sales accompanied with a mismanagement of inventory will lead to tying up excess capital at the expense of profitable operations. Therefore managers can create profits for their companies by handling correctly the cash conversion cycle and keeping each different component (accounts receivables, accounts payables,inventory) to an optimum level.So urce: Ioannis Lazaridis and Dimitrios Tryfonidis ,2006 “The relationship between working capital management and profitability of listed companies in the Athens Stock Exchange”. Journal of Financial Management and Analysis, vol.19, no.1, January-June. pp. 150-159.译文:雅典证交所营运资金管理和上市公司盈利能力之间的关系摘要在本文中我们调查营运资金管理与公司盈利能力的关系。
会计财务管理类外文文献翻译、外文翻译、中英文翻译
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会计财务管理类外文文献翻译、外文翻译、中英文翻译外文翻译译文1并购的收益来源资本市场领域研究的另一个课题是收入的一般来源当收入只是别人非盈利成果时资本市场领域的研究人员还不能确认资产已被重新分配使之创造财富的盈利回升虽然金融经济学家不能合理解释为什么并购是别人的非盈利目标的成果但是研究人员推断这些合乎逻辑的假设值的目标收益不仅是重新通过并购得到的也是分配产生的结果一些研究者认为股东的利益是从债券持有人处得来的丹尼斯和麦康奈尔1986不支持这个意见另外一个观点是利润是从目标公司的资源税操作衍生而来的从学术上讲这个证据是存在的但不明确奥尔巴赫和雷苏斯1987推测在可能情况下税款这个因素占好处的20说明是足够重要的它将影响并购的决策吉尔森1988等人却发现众多有关税收优惠的定义问题交易成本和信息费复杂化的说法以及税前利润方面肯定是并购活动产生的原因或者说并购是公司实现税收优惠的最合适方法在一个几项研究中贾雷尔1988等人发现大部分的并购活动也不能归因于税收方面的原因施莱弗和萨默斯1988声称利润从并购产生因为新的董事会违反嵌入施莱弗和萨默斯1988声称利润从并购产生原因是新的董事会违反了公司与利益相关者群体的嵌入式就业条件链接并购目标公司管理不佳的表现研究是由施莱佛和维什尼1988审查的他们的研究表明公司还没有建立完善的管理机制来制止执行者开展的活动这个活动是不会为股东创造价值的此外莫克1988等分析这种敌意收购时声称收购发生的过快或者下属企业和管理当局不能尽快地减少相关程序或其他相匹配模型结果验证了这一事实有代理成本新股东们认为这一成本将能够被减少收购公司的负面影响提出为什么并购活动能够开始进行的问题鲁巴特肯1983提供了对这种有明显难度问题的一个可能解释他认为与并购有关的行政上的困难会消除潜在的利润他还断言在使用该方法可能不足以发现利润这与詹森1986并购投标人利润公司量化复杂性的观点一致其结论解释了在投标人利润匮乏的情况下并购活动仍然活跃的原因鲁巴特肯1983认为只有特定类型的并购战略才可能对购买公司的股东有好处除了这些论点罗尔1986在同意有效率的市场假说的同时声称在经验性地评估工作的目标和招标公司的集体价值后并购是不能令人信服他们没有办法估计投标人的假设因此他制定了傲慢自大假说的规定即并购的总利润是确定的罗尔1986换句话说管理层继续对目标公司超值估价这些结果显示金融界的研究人员是如何结合自由现金流假设代理理论以及效率市场的事件研究方法来解释并购活动的合理化的然而金融研究人员驳斥了金融经济学家中央假说以及一个市场公司控制权假设是约束经理的一个重要手段这一事件的研究是创造价值的量化的有效方法而股票市场则能够恰当地估价公司学者们使用现有的数据事件研究方法之外的其他方法提出有关并购的利润的特定减免索罗弗斯克莱福特和谢勒1987年二例如他们声称长期的结果通常显示相比国内市场标准并购目标执行一般高于行业平均水平的8%左右此外它们的财政收入表现既不增加也不减少与并购后相当这些研究人员不相信股市场总是有效-一个基本假设-提出对并购相比于金融学者提供的不同表现的解释谢勒1988推测由于股市并不总是能够正确估计股票价值一些企业将在任何特定时间被高估了这使他们能够购买其他公司但有些公司将被低估这是他们感兴趣的目标被高估的公司会研究可能的的目标公司了解他们是否有被低估导致其股价上升这个发现被低估的公司将被购买他们的新股票价格只是表达了一种市场调整企业在审查后没有低估的将不会被购买在被并购的目标中它们的股票价格可能回归到以前的水平作者托马斯施特劳布国籍德国出处并购频繁失败的原因原文1The Origins of earnings through MAsAnother of the capital market schools field of study is the origins of earnings in general When earnings are just the outcome of somebody elses disprofit the capital market schools researchers cannot confirm that assets have been redistributed so as to create wealth by picking up profitability However although financial economists cannot reasonably explain the gains in MA targets as somebody elses disprofitsresearchers deduce that it is logical to suppose that value is not just re-allocated through MAs but is producedSome researchers believe that shareholder profits come from bondholders lossesDennis and McConnel 1986 do not uphold this opinion An additional perspective is that profits are derived from tax manipulations of the target firms resources In the literature the evidence for this is however ambiguous Auerbach and Reishus 1987surmised that in possibly 20 of cases tax benefits are sufficiently important to affect the MA decision Gilson et al 1988 nevertheless found that a multitude of problems concerning definitions of tax benefits transaction costs and information costs complicate the claim that tax profits are definitely the reason for MA activitiesor that MAs are the most suitable method for companies to realize tax benefits In an evaluation of several studies Jarrell et al 1988 found that much of the MA activity could not be attributed to tax reasonsShleifer and Summers 1988 claim that profits are derived from MAs because a new board breaches the embedded employment conditions between the company and the stakeholder groups Studies that link MAs to poor target company management performance were examined by Shleifer and Vishny 1988c Their study shows that firms have not succeeded in establishing controls to prevent managers from carrying out activities that do not increase the stockholder valueMoreover Morck et als 1988 analysis of hostile takeovers claims that such takeovers take place in swiftly changing or declining businesses and in firms wherethe management is not able to minimize procedures fast enough or model other adaptations The results verify the fact that there are agency costs that the new hareholders think they will be able to decreaseThe negative consequences of MAs for the buying companies raise the question why MA activities are undertaken at all A number of potentialexplanations for this apparent puzzle are offered by Lubatkin 1983 who suggests that the administrative difficulties associated with MAs could erase potential profits His further assertion that the methods in use have possibly not been sufficient to uncover profits is consistent with Jensens 1986 argument of the complexity of quantifying profits for MA bidder companies As a concluding explanation for MAs permanence despite the lack of profits for the bidders Lubatkin 1983 suggests that just specific types of MA strategies might profit the buying companys shareholders Besides these arguments Roll 1986 while agreeing with the efficient market hypothesis claims that the empiric work that evaluates the target and bidding companies collective value after an MA is unconvincing no way related to the bidders supposition that their estimations are He consequently formulated the hubris hypothesis which states that MAs aggregate profits are in correct Roll1986 In other words managements continue to over valuate target firmsThese results demonstrate how the financial schools researchers combine the ypotheses of free cash flow a market for corporate control the agency theory and efficient markets with the event studies method to improve the rationalization in respect of MA activity However a number of financial researchers refute the financial economists central hypothesis as well as the hypothesis that a market for corporate control is a key instrument for disciplining managers that event studies are a valid method ofquantifying value creation and that the share market is capable of precisely valuing firmsScholars who use other methods than event studies of existing data make specific deductions with regard to MA profits Ravenscraft and Scherer 1987 b for example claim that long-term-based results usually reveal that MA targets perform above the industry average - at around 8 - compared to their home market standards Furthermore their financial income performances neither increased nor declined considerably after the MAThose researchers who do not believe that the share market is always efficient –a basic assumption - suggest different explanations for MA performance than the ones offered by financial scholars Scherer 1988 hypothesizes that because the stock market does not always properly value stock some firms will be overvalued at any given point in time enabling them to purchase other firms but some firms will be undervalued which renders them interesting targets Companies that are overvalued will examine possible target companies to find out if they have been underestimatedcausing their share price to increaseFirms that are discovered to be underestimated are purchased and their new share price simply expresses a market correction Firms that are not purchased after being examined were not underestimated and their share prices return to the level prior to their being possible MA targets AuthorProf Dr oec Thomas StraubNationalityGermanyOriginate from Reasons for Frequent failure in Mergers and Acquisitions译文2评价成功的客观标准客观的措施是建立在公开信息之上的容易获得信息是因为利用了外部信息的优点由于外部信息不受到答辩人的偏见基于外部数据就可以比较不同的研究成果同时外部信息也苦于缺乏差异如外部经济波动的影响工业企业的具体因素以及其他收购等具体因素或各种因素对结果影响很大从而限制了外部信息的解释力运用客观成功措施研究人员研究了使并购成功的两个方面战略上的成功和财务上的成功并购财务上的成功已经在不同的研究中被标准化最后创造价值是公司的核心目标因此在财务上价值创造的成功是并购成功的一个标准有两种在财务上成功的数据源已被用于确定兼并和收购成功股票的市场数据和公司的会计数据股市会响应公司合并和收购的公告这意味着股东估计将收购公司的创造价值或评估已收购公司的销毁价值如果他们希望收购能够增加收购公司的的价值创造股票价格将上涨如果他们希望收购能够摧毁收购公司的价值股票价格将下跌当然这只有与股票价格的发展无关的行业或特定的股票市场的发展可以考虑这些不相关的影响即所谓不正常的股市反应不同时期使用了前后公告例如阿格拉瓦尔1992等调查股市的影响公布在前其结果直到5年后才宣布其他的如哈布利安芬克尔斯坦1999测量5天的异常收益率在合并后的前5天然而这种假设是建立在能够正常地反应公布及预计并购的所有可能产生的影响之上的虽然长期收购具有捕捉长期发展的优势但是它们会受到合并后发生事件的影响阿格拉瓦尔1992等在765项收购研究中发现与去年同期研究相比收购的累积异常收益率在510%之间芬克尔斯坦1999则发现没有任何影响同样鲁巴特肯1987在439项有关公司收购的研究中发现没有重大的股票在不同的市场有时间效应18-64个月后的兼并与收购鲁巴特肯斯里尼瓦桑曼切尔特1997年也发现并购后的第2天第16天以及第56天无异常收益布赫纳1990调查的90个公司的股票的市场表现也认为是无相关联系的其结果表明收购没有使抽样公司的市场价值增加1990a 自己的译本在另一项研究中布赫纳1990发现封闭后12个月的平均异常收益率恢复到-10布赫纳 1990c300在对波士顿咨询集团2004的研究中作者发现在收购平均创造价值表现上大多数并购是失败的因为高风险活动所以这是异常现象但是如果一家公司从事很多兼并和收购就平均而言实际上是可能创造价值的根据有关财务执行情况的调查结果鲁巴特肯奥尼尔1987发现并购交易显着增加公司的非系统风险而减少系统性风险该系统风险下降是因为兼并和收购遵循一种产品或市场推广的目标这降低了系统行业在大多数情况下的市场风险但是非系统性风险取决于公司大力增加的特性一些公司在并购后表现得非常好但另外一些现象是并购后变得松散然后这大大增加了非系统性风险对股市信息使用相应的金融理论假设市场能够正确地估计公司的价值与战略根据这个假设收购将正确地评估股市从而代表其有潜在的价值衡量并购成功的与否在建立在合并前的会计数据和合并后的会计数据的基础之上的常用的尺度是资产回报股本息税前利润销售或收购公司的利润回报库斯维特1985在3500项大规模收购的研究中发现一年后公司获得了533的平均增长居留权库斯维特1985还认为一年后收购企业将增加340的市场回报同样布赫纳1990探讨了110项德国并购事件发现在并购交易3年后才能得到资本回报以及股本回报他发现平均而言收购公司会恶化财务性能作者弗洛里弗伦施国籍美国出处从社会角度看并购原文2Objective success measuresObjective measures are based on publicly available information The advantage of using external information is that the information is readily available As external information does not suffer from respondents biases it is possible to compare results from different studies based on external data At the same external information suffers from a lack of differentiation External effects such as economic fluctuations industry specific factors as well as firm specific factors such as other acquisitions or divestures strongly affect the result and thus limit the explanatory power of external informationUsing objective success measures researchers have studied the success of mergers and acquisitions in two different dimensions strategic success and financial success Financial success of mergers and acquisitions has been measured in many different studiesUltimately value creation is the core objective of firms Hence value creation respectively financial success is a usefulsuccess measure for mergers and acquisitions There are two different sources of data for financial success that have been used to identify success of mergers and acquisitions Stock market data and accounting data of firmsStock markets react to the announcement of mergers and acquisitions That means that stockholders evaluate the expected value creation or value destruction of acquisitions for acquiring firms and acquired firms If they expect that an acquisition creates value for the acquiring firm stock prices go up If they expect that an acquisition destroys value for the acquiring firm stock prices go down Of course only stock price developments that are unrelated to industry specific developments or stock market developments can be consideredThese unrelated effects are called abnormal stock market reactions Different time periods have been used before and after the announcement For example Agrawal et al 1992 investigate the stock market effect before the announcement until five years after the announcement Others such as Haleblian Finkelstein 1999 measure abnormal returns from 5 days prior to the merger until 5 days after the merger This however assumes that stock markets react correctly to an announcement and anticipate all possible effects of an MA While long periods have the advantage of capturing long-term developments of an acquisition they suffer from events happening after the mergerWhile Agrawal et al 1992 find in a study on 765 acquisitions that cumulative abnormal returns ofacquisitions are -10 over a 5-year period Haleblian Finkelstein 1999 find no effect Similarly Lubatkin 1987 finds in a study on 439 acquiring firms that there is no significant stock market effect at different points in time 18 – 64 months after the MAtransactionLubatkin Srinivasan Merchant 1997 also find overperiods of 2 16 56 days after an MA-announcement no abnormal returnsBühner 1990a investigates the stock market performance of 90 firms and finds that ummarized the results indicate that acquisitions do not yield increase of market value of the firms in the sample 1990a 45 own translation In another study Bühner 1990c finds an average abnormal rate of return of -10 twelve months after the closing Bühner 1990c300 In a study of The Boston Consulting Group 2004 the authors find that while the majority of mergers fail acquirers on the average create value This is curious insofar as the risk is seemingly high But if a firm engages in many mergers and acquisitions on the average it might actually create moneyConsistent with the findings about financial performance Lubatkin ONeill 1987 find that MA-transactions significantly increase the unsystematic risk of firms while the systematic risks decrease The systematic risk decreases because mergers and acquisitions that follow a product or market extension objective reduce the systematic industry respectively market risk in most cases However the unsystematic risk which depends on firm characteristics strongly increases becausesome firms perform very well after mergers and acquisitions and somesignificantly loose after mergers and acquisitions This howeverincreasesthe unsystematic risk stronglyThe use of stock market informationcorresponds to financial theories that assume that markets correctlyprice the value of a firm and its strategy According to this assumptionacquisitions will be evaluated correctly by stock marketsthereby representing the value potentialSuccess measures based on accounting data use premerger and postmerger accounting dataCommon measures are return on assets return onequity EBIT sales or profit of an acquiring firm Kusewitt 1985 findsin a large scale study on 3500 acquisitions that one year after anacquisition the average ROA of acquiring firms increased by 533 Kusewitt1985 also finds that the market return of acquiring firm increases by340 one year after the acquisition Similarly Bühner 1990a investigatesin a study on 110 German mergers and acquisitions the return on capitalas well as the return on equity 3 years after an MA transactionHe findsthat on the average acquiring companies have deteriorating financialperformanceAuthor Florian FrenschNationalityAmericaOriginate from The social Side of Mergers and Acquisitions。
企业并购财务风险控制外文文献翻译译文3100字
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文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者:康奈尔摘要企业并购是资本营运活动的重要组成部分,是企业资本扩张的重要手段,也是实现资源优化配置的有效方式。
外文文献翻译现代企业财务管理
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现代企业财务控制外文文献翻译(含:英文原文及中文译文)文献出处:Ryan Davidson, Jenny Stewart, Pamela Kent. Discussion on the Modern Enterprise Financial Control [J]Business Inform, 2014(2):83-88.英文原文Discussion on the Modern Enterprise Financial ControlRyan Davidson, Jenny Stewart, Pamela KentThis paper discusses the modern enterprise is becoming China's economic development in the process of an important new force. However, with the modern enterprise investment on the scale of the expansion and extension of the growing investment levels, the modern enterprise financial control is becoming increasingly urgent. This is common in state-owned enterprise groups and private enterprise groups, a common predicament. At present, the modern enterprise is becoming China's enterprises to compete in the international market, the leading force. In a market economy under the conditions of modern business success or failure depends largely on the Group's financial management and financial control is a modern enterprise financial management of the link. Many of the modern enterprise by strengthening the financial control so that the Group significant increase efficiency, and even some loss-making by strengthening the financial control of the modernenterprise to enable companies to achieve profitability. In this paper, expounding China's modern enterprises the main problems of financial control, based on the choice of financial control method was summarized and analyzed the content of the modern enterprise financial controls, the final resolution of the financial control mode selected key factors for the modern enterprise the improvement of financial control to provide a degree of meaningful views.1 IntroductionWith China's accession to WTO, China's enterprise groups must be on the world stage to compete with TNCs from developed countries. At present the development of enterprise groups in China is not satisfactory, although there are national policies and institutional reasons, but more important is its financial management in particular, caused by inadequate financial controls. For a long time, China's enterprise group cohesion is not strong, their respective subsidiaries within the Group for the array, can not play the whole advantage; redundant construction and haphazard introduction of frequent, small investments, decentralized prominent problem: financial management is chaotic, resulting in frequent loss of control, a waste of money the phenomenon of serious; ineffective financial control, financial management loopholes. In recent years, enterprise group's financial control has been our country's financial circles. In short, the problem of exploration in our country has obviouspractical significance.Clearly, China's modern enterprise financial controls are the main problem is to solve the problem of financial control method based on the choice of financial control method is the key financial control of the modern enterprise content is content, while the financial control method of choice is the ultimate ownership of the main factors that point, This train of thought here on the modern enterprise's financial control method were analyzed.2. An overview of the modern enterprise financial controlInternal control over financial control is an important part, is a subsidiary of parent company control of an important part of its financial management system is the core of. The concept of modern enterprise financial controls in accordance with the traditional definition, financial control refers to the "Financial Officers (sector) through the financial regulations, financial systems, financial scale, financial planning goals of capital movement (or the daily financial activities, and cash flow) for guidance, organization, supervision and discipline, to ensure that the financial plan (goals) to achieve the management activities. Financial control is an important part of financial management or basic functions, and financial projections, financial decision-making, financial analysis and evaluation together with a financial management system or all the functions.The modern enterprise's financial control is in the investor's ownership and corporate property rights based on the generated surrounding the Group's overall objective, using a variety of financial means, the members of the enterprise's economic activities, regulation, guidance, control and supervision, so that it Management Group's development activities are consistent with the overall goal of maintaining the group as a whole. Financial control is a power to control one side of the side control, inevitably based on one or several powers. Financial control is essentially related to the interests of enterprises in the organization, the conduct of control, namely, by controlling the financial activities of the assets, personnel actions, to coordinate the objectives of the parties to ensure that business goals. The modern enterprise financial control includes two aspects: the owner funded financial control and corporate manager’s financial control. From the donor’s point of view, the essence of the modern enterprise is characterized by investor and corporate property rights of ownership and separation. Investors will invest its capital to the enterprise after their capital combined with debt capital, constitute the enterprise's capital, the formation of corporate business assets is funded by corporate property, then lost direct control over the funders in order to achieve its Capital maintenance and appreciation of the goal, only through control of its capital manipulation of corporate assets in order to achieve the maximum capital value donors.The control of capital controls is an important property is the prerequisite and foundation for financial control. From the perspective of internal management of enterprises and its financial control target is the legal property of its operations.3 China's modern enterprises the main problems of financial controlAt present, the modern enterprise is becoming China's enterprises to compete in the international market, the leading force. In a market economy under the conditions of modern business success or failure depends largely on the Group's financial management and financial control is a modern enterprise financial management of the link. China's modern enterprise financial controls are still in the stage to be further improved, to varying degrees, there are some urgent need to address the problem:Financial control set decentralized model of polarization, low efficiencyIn the financial control of the set of decentralized model, China's modern enterprise polarization. The current group of financial control either over-centralization of power, the members of the business has no legal status as a subsidiary factory or workshop, the group is seen as a big business management, leadership financial rights absolute; or excessive decentralization, a large number of decentralized financial control to a subsidiary, any of its free development.In addition, the modern enterprise financial control system suited the needs of a market economy, financial control and flexibility of principle there is no organic unity. If the subordinate enterprises, with few financial decision-making power, then the temporary financial problems occur at every level always reported to the Group's headquarters, and then from the headquarters down the implementation of the decision-making at every level, so it is easy to miss market opportunities. On the contrary, when the subsidiary of financial decision-making power is too large, they easily lead to financial decision-making blind and mistakes, not only for the Group's staff to participate in market competition, failed to exercise any decision-making role, but will also become a competitor to the market to provide a tool for competitive information, hinder the the further development of enterprises.One of the lack of financial controlFinancial control in accordance with the owner of intention, in accordance with relevant laws and regulations, systems and standards, through certain financial activities and financial relations, and financial activities to promote all aspects of the financial requirements in accordance with a code of conduct to conduct his activities. From China's current situation, the financial control of a modern enterprise mainly focused on ex post facto control, is often the lack of critical pre-budget and to control things. Many modern enterprises, after a decision is inadvance, for further financial control tended to focus on the annual profit plan, to meet on the development of a full-year sales revenue, cost, target profit, and several other overarching objectives, without further specific decision-making technology to compile for control and management, according to the month, quarterly, annual financial budget. Therefore, the interim budget and thus difficult to compare operating performance is a matter to control the empty words. As for the ex post facto control, although based on the year-end assessment of the needs and to get some attention, they can still profit in the annual plan, based on the relevant accounting information barely supported by whom, but the effects are pretty effective. Since the ex ante control may not be effective, so subordinate enterprises throughout the implementation process of decision-making are largely outside the core business of financial control, divorced from the core business of financial control.Modern enterprises themselves do not establish a parent-subsidiary link up the financial control mechanisms, financial control their own ways, the parent company of the modern enterprise can not come to the unified arrangement of a strategic investment and financing activities, the group blindly expand the scale of investment, poor investment structure, external borrowing out of control, financial structure is extremely weak, once the economic downturn or product sales are sluggish, there barriers to capital flows, the Group into trouble when they become addicted. Aninternal financial assessment indicators are too single, not fully examine the performance of subsidiaries. A considerable number of modern enterprise's internal assessment targets only the amount of the contract amount and profit .Regardless of the financial and accounting functions, institutional settings are not standardizedAt present, China's financial and accounting sector enterprises are usually joined together, such a body set up under the traditional planned economic system, still capable to meet the management needs, but the requirements of modern enterprise system, its shortcomings exposed. Manifested in: (1) financial services targeted at business owners, it is the specific operation and manipulation of objects is the enterprise's internal affairs, while the accounting of clients within the enterprise and external stakeholders, would provide open accounting information must reflect the "true and fair" principle. Will be different levels of clients and flexibility in a merger of two tasks, will inevitably lead to interference with the financial flexibility of the fairness of accounting. (2) The financial sector is committed to the financial planning, financial management, the arduous task, but flexible in its mandate, procedures and time requirements more flexible, but assume that the accounting information collection, processing, reporting and other accounting work, and flexibility in work assignments weak, procedures and time requirements more stringent andnorms. If the enterprises, especially in modern enterprises to financial management and accounting work are mixed together, is likely to cause more "rigid" in accounting work runs more "flexible" financial management is difficult to get rid of long-standing emphasis on accounting, financial management light situation.Irregularities in the operation of a modern enterprise fundsAt present, the modern enterprise fund operation of the following problems: First, a serious fragmentation of the modern enterprise funds. Some of the modern enterprise have not yet exceeded a certain link between the contractual relationship to conduct capital, operating, and its essence is still the executive order virtual enterprise jointly form of intra-group members are still strict division of spheres of influence, difficult to achieve centralized management of funds, unification deployment of large groups is difficult to play the role of big money. Second, the stock of capital make an inventory of modern enterprise poor results. Result of the planned economy under the "re-output, light efficiency, re-extension, light content, re-enter, light output" of inertia, making the enterprise carrying amount of funds available to make an inventory of large, but the actual make an inventory of room for small, thus affecting the to the effect of the stock of capital. Third, the modern enterprise funds accumulated a lot of precipitation.Internal audit exists in name onlyAt present, enterprises in the financial monitoring of internal audit work to become a mere formality process. The first formal audit management. Hyundai organized every year in different forms of audit, has become a fixed procedure, but because the internal audit staff and the audited entity at the same level, thus in the company's financial problems can not get to the bottom, just a form of and going through the motions. This audit not only failed to exercise any oversight role, to some extent encouraged the small number of staff violations of law. Second, nothing of audit responsibilities. Internal audit is a modern enterprise group commissioned by the audit staff members of Corporate Finance to conduct inspection and supervision process, and therefore the auditors have had an important mandate and responsibilities. But in reality, become a form of audit work, audit officers, whether seriously or not, are not required to bear the responsibility, thus making the audit is inadequate supervision. Third, the audit results and falsified. Audit results should be true and can be *, but in reality the different audit bodies of the same company during the same period of the audit, results are often different, and a far cry from, these are false true performance of the audit findings.中文译文论现代企业财务控制瑞安戴维森,珍妮斯图尔特,帕米拉肯特本文论述了现代企业正在成为中国经济发展过程中的重要生力军。
上市公司利用关联交易操纵利润问题研究 【文献综述】
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文献综述会计学上市公司利用关联交易操纵利润问题研究随着中国经济市场化和国际化进程的加快,为了能够在经济市场中取得较大的竞争优势,追求资本的扩张和规模效应,对关联交易操控利润的研究很早便引起了理论界的关注和重视。
在我国,虽然上市公司关联交易的出现只有二十余年的历史,但是由于关联方利用关联交易进行转移利润、粉饰财务报表等行为的大量出现,导致上市公司及其股东的利益不断受到侵害,资本市场的健康发展受到严重损害。
关联交易作为一种普遍现象在上市公司中广泛存在,其目的是为了充分利用集团内部资源,降低交易成本,提高经营效率,实现公司资本良好营运与利润最大化。
但其毕竟与市场竞争、公开竞争的方式不同,其价格可由关联双方协商确定,尤其在我国尚不十分成熟的资本市场中,由于证券市场体制上的缺陷,上市公司治理结构上的不足以及对关联交易的监管还未形成完整体系等原因,关联交易往往演变成上市公司及其大股东操纵利润、损害中小投资者利益的非公平关联交易。
因此本文将对有关关联交易利润操纵的理论问题进行总结与评述。
1、关联交易的定义及其范围关于关联交易的概念,根据2006年2月15日新颁布的《企业会计准则第36号——关联方披露》,关联交易是指关联方之间转移资源、劳务或义务的行为,而不论是否收取价款。
上市公司的关联交易是指上市公司及其控股子公司与关联人之间发生的转移资源或义务的事项。
我国会计准则中,列举了关联交易的主要形式:①购买或销售商品②购买或销售除商品以外的其他资产③提供或接受劳务④代理⑤租赁⑥提供资金⑦担保和抵押⑧管理方面的合同⑨研究与开发项目的转移⑩关键管理人员报酬。
由此可得,关联交易是在已经存在关联关系的情况下各关联方之间发生的交易;在资源、劳务转移的同时,风险与报酬也随之转移;关联方之间转移资源、劳务的价格是整个交易的关键。
2、国外对关联交易操控利润的研究现状国际上对关联方关系及其交易问题的研究较为深入,许多国家和组织都制定了相应的会计准则加以限制和规范。
会计内部控制中英文对照外文翻译文献
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会计内部控制中英文对照外文翻译文献会计内部控制中英文对照外文翻译文献(文档含英文原文和中文翻译)内部控制系统披露—一种可替代的管理机制根据代理理论,各种治理机制减少了投资者和管理者之间的代理问题(Jensen and Meckling,1976; Gillan,2006)。
传统上,治理机制已经被认定为内部或外部的。
内部机制包括董事会及其作用、结构和组成(Fama,1980;Fama and Jensen,1983),管理股权(Jensen and Meckling,1976)和激励措施,起监督作用的大股东(Demsetz and Lehn,1985),内部控制系统(Bushman and Smith,2001),规章制度和章程条款(反收购措施)和使用的债务融资(杰森,1993)。
外部控制是由公司控制权市场(Grossman and Hart,1980)、劳动力管理市场(Fama,1980)和产品市场(哈特,1983)施加的控制。
各种各样的金融丑闻,动摇了世界各地的投资者,公司治理最佳实践方式特别强调了内部控制系统在公司治理中起到的重要作用。
内部控制有助于通过提供保证可靠性的财务报告,和临时议会对可能会损害公司经营目标的事项进行评估和风险管理来保护投资者的利益。
这些功能已被的广泛普及内部控制系统架构设计的广泛认可,并指出了内部控制是用以促进效率,减少资产损失风险,帮助保证财务报告的可靠性和对法律法规的遵从(COSO,1992)。
尽管有其相关性,但投资者不能直接观察,因此也无法得到内部控制系统设计和发挥功能的信息,因为它们都是组织内的内在机制、活动和过程(Deumes and Knechel,2008)。
由于投资者考虑到成本维持监控管理其声称的(Jensen and Meckling,1976),内部控制系统在管理激励信息沟通上的特性,以告知投资者内部控制系统的有效性,是当其他监控机制(该公司的股权结构和董事会)比较薄弱,从而为其提供便捷的监控(Leftwich et等,1981)。
企业并购财务风险控制外文文献翻译2014年译文3100字
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企业并购财务风险控制外文文献翻译2014年译文3100字Enterprise mergers and ns involve us financial risks。
such as liquidity risk。
credit risk。
market risk。
and nal risk。
These risks can lead to a decline in the value of assets。
a decrease in profitability。
XXX。
it XXX.1.2 Risk XXXXXX and control financial risks in M&A ns。
enterprises should conduct a comprehensive analysis of the target company's financial status。
including its financial statements。
cash flow。
debt structure。
and financial management。
nally。
enterprises should establish a risk management system that includes risk assessment。
risk monitoring。
and risk control measures.2.Risk XXX2.1 Due diligenceXXX of the target company's financial。
legal。
and XXX diligence。
enterprises XXX about whether to proceed with the n.2.2 Contract designThe contract design should include clear and specific clauses related to risk n。
银行间市场关系外文文献翻译原文及译文
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外文文献翻译原文及译文(节选重点翻译)银行间市场关系外文翻译中英文文献出处:Review of Economic Dynamics,Volume 35, January 2020, Pages 170-191译文字数:3800 多字英文Relationships in the interbank marketJonathan Chiu,Jens Eisenschmidt,Cyril Monnet AbstractThe market for central bank reserves is mainly over-the-counter and exhibits a core-periphery network structure. This paper develops a model of relationship lending in the unsecured interbank market. Banks choose to build relationships in order to insure against liquidity shocks and to economize on the cost to trade in the interbank market. Relationships can explain some anomalies in the level of interest rates – e.g., the fact that banks sometimes trade below the central bank's deposit rate, as we find using data from the ECB. The model also helps understand how monetary policy affects the network structure of the interbank market and its functioning.Keywords:Relationships,Interbank market,Core- periphery,Networks,Corridor systemMajor central banks implement monetary policy by targeting the overnight rate in the unsecured segment of the interbank market for reserves –the very short term rate of the yield curve. The textbook principles of monetary policy implementation are intuitive: Each bank holds a reserve account at the central bank. Over the course of a normal business day, this account is subject to shocks depending on the banks'payment outflows (negative shock) and inflows (positive shock) driven by business activities. Banks seek to manage their account balance to satisfy some reserve requirements. By changing the supply of reserves, a central bank influences the interest rate at which banks borrow or lend reserves in the interbank market, and as a consequence the marginal cost of making loans to businesses and individuals. In recent years, many major central banks have refined this system by offering two facilities: In addition to auctioning reserves, the central bank stands ready to lend reserves at a penalty rate –the lending rate –if banks end up short of reserves. Symmetrically, banks can earn an interest at the deposit rate if they end up holding reserves in excess of the requirement. As a consequence the interbank rate should stay within the bands of the corridor defined by the lending and the deposit rates. This is known as the “corridor system” for monetary policy implementation.The reality is more complex than this basic narrative. Bowman et al. (2010) and others report that in many jurisdictions with large excess reserves, banks have been trading below the deposit rate (supposedly the floor of the corridor). It is also well known that banks sometimes trade above the lending rate (supposedly the ceiling of the corridor). This is a challenge to the basic intuition that simple arbitrage would maintain the rates within the bands of the corridor. At a time when central banks are thinking of exiting quantitative easing policies, we may wonder whetherthese apparent details are symptomatic of a dysfunctional interbank market that will hamper exit, or if they are “natural” phenomena with little relevance for the conduct of monetary policy during the exit stage.Contrary to folk belief, the interbank market is very far from being the epitome of the Walrasian market. For example, every year the ECB money market survey (e.g. ECB, 2013) shows that the majority of the transactions in the European (unsecured) interbank market is made over- the-counter (OTC). Many banks maintain long term relationships with their partners. Smaller banks tend to trade with just a few other banks, if not only one, or they directly access the central bank facilities without even trading with another bank. We review the evidence below, but these facts are now well accepted.In this paper we analyze the effects of long-term trading relationships and monetary policy on interbank trading volume and rates, the network structure of the interbank market and its functioning. We show that modeling relationships matters for both individual and aggregate demand for liquidity, and can explain why banks trade below the deposit rate or above the lending rate. Our analysis also sheds light on the effect of monetary policy on the network structure of the interbank market. In particular we show that the accommodative monetary policy stance can lower the value of building and maintaining relationships, so that in steady state, no or few relationships exist. Some central bankershave been pointing out this phenomenon and it arises endogenously from our model.Within this framework, we can explain why we observe arbitrage opportunities in the data. Small banks value long-term relationships which provide liquidity insurance and save their costs of accessing the OTC market. As a result, they are willing to temporarily lower their surplus from trading a loan as long as the long-term gains from keeping a relationship outweigh the short-term loss. Specifically, if the conditions are right, we show that small banks with surplus reserves agree to lend at a rate below id. Symmetrically, small banks that need reserves may end up paying a rate above iℓ. Therefore, in equilibrium some banks trade below the floor or above the ceiling of the corridor. On the surface there seems to be unexploited arbitrage opportunities. There is none really: small banks are willing to trade at a rate outside the corridor only for small loans with their long-term partners, but not for large loans or with other counterparties. Our stylized model shows that the corridor is “soft”, i.e. equilibrium interbank rates can be below id or above iℓ, when trading frictions are present, even though small banks can access the deposit/lending facilities at no cost. Furthermore our model implies that the occurrence of this outcome depends on aggregate liquidity conditions: A soft corridor is more likely when there is a large aggregate liquidity surplus or deficit.To get a sense for the performance of the model, we use data from the Money Market Survey Report of the ECB. This survey started in July 2016 and contains the universe of money market trades for the largest 52 banks in the Euro area. The data shows that the money market has a core- periphery structure, very much like that in other jurisdictions. In addition, we find that a significant fraction of loans (38%) from small banks to large banks are conducted at a rate below the deposit facility rate. We parameterize our model by matching several moments in the data, in particular the frequency of trades below the floor. We then conduct several experiments. For example, we study the effects of changing the width and position of the interest rate corridor and the supply and distribution of reserve balances on rates and the trading activities in the core and periphery markets.A lesson for policy makers is that trades outside the corridor are consistent with a well-functioning core-periphery interbank market. Thus, central banks have no need to worry about eliminating deviations due to long-term relationships. However, one should be careful in interpreting the interbank market rate as a reference for overnight cost of liquidity, because it may also incorporate a relationship premium, which at times can significantly distort the observed overnight rate.Our work is also one of the first attempts at explaining the endogenous response of the network structure of the interbank market to achange in monetary policy. The network structure that emerges endogenously resembles the core-periphery structure we observe in the data, where most of the trading activities is due to a number of banks that appear to intermediate the trades of others. We show how the interest rate corridor and the distribution of liquidity can affect banks' incentives to build relationships and accordingly the terms and patterns of trades.LiteratureThe interbank market typically has a core-periphery network structure (or tiered structure) where some banks in the periphery only trade with one bank, the latter possibly trading with many others. Bech and Atalay (2010) point out that, in the US interbank market, “[t]here are two methods for buying and selling federal funds. Depository institutions can either trade directly with each other or use the services of a broker. … In the direct trading segment, transactions commonly consist of sales by small-to-medium sized banks to larger banks and often take place on a recurring basis. The rate is set in reference to the prevailing rate in the brokered market. In the brokered segment, participation is mostly confined to larger banks acting on their own or a customers behalf. Stigum and Crescenzi (2007, Ch. 12) also reports anecdotal evidence of the tiered structure of the fed funds market. In particular, they report that “[i]n the fed funds market now, regional banks buy up funds fromeven tiny banks, use what they need, and resell the remainder in round lots in the New York market. Thus, the fed funds market resembles a river with tributaries: money is collected in many places and then flows through various channels into the New York market. In essence, the nation's smaller banks are the suppliers of fed funds, and the larger bankers are the buyers.”Also“[t]o cultivate correspondents that will sell funds to them, large banks stand ready to buy whatever sums these banks offer, whether they need all these funds or not. If they get more funds than they need, they sell off the surplus in the brokers market. Also, they will sell to their correspondents if the correspondents need funds, but that occurs infrequently. As a funding officer of a large bank noted, ‘We do feel the need to sell to our correspondents, but we would not have cultivated them unless we felt that they would be selling to us 99% of the time. On the occasional Wednesday when they need $ 100,000 or $ 10 million, OK. Then we w ould fill their need before we would fill our own.’”Elsewhere, using Bundesbank data on bilateral interbank exposures among 1800 banks, Craig and Von Peter (2014) and Brauning and Fecht (2012) find strong evidence of tiering in the German banking system. Using UK data Wetherilt et al. (2010) also report the existence of a core of highly connected banks alongside a periphery. Of course, this hasimportant consequences on rates. As Stigum and Crescenzi (2007) note, Our paper is related to the literature on the interbank market and monetary policy implementation, to the growing literature on financial networks, and to the literature on OTC markets. The first literature on the interbank market includes, Poole (1968), Hamilton (1996), Berentsen and Monnet (2008), Berentsen et al. (2011), Bech and Klee (2011), Afonso and Lagos (2012), and Afonso et al. (2012), among others. See also Bech and Keister (2012) for an interesting application of the Poole (1968) model to reserve management with a liquidity coverage ratio requirement. While Afonso et al. (2012) show some evidence of long term relationship in the interbank market, none of the papers above accounts for it. Rather they all treat banks as anonymous agents conducting random, “spot” trades. So our paper is the first to study the effect of long term relationship on rates. Based on private information, Ennis and Weinberg (2013) explain why some banks borrow at a rate above the central bank's lending rate. Armenter and Lester (2017) explain why banks trade below the deposit rate when some do not qualify for receiving the interest on excess reserves in the US federal funds market. The early literature on financial networks is mostly motivated by understanding financial fragility and has been covered in Allen and Babus (2009), see also Jackson (2010). It includes Allen and Gale (2000) who study whether some banks networks are more prone tocontagion than others. Also, Leitner (2005) studies the optimality of linkages, motivated by the desirability of mutual insurance, when banks can fail; while Gofman (2011) and Babus (2013) analyze the emergence and efficiency of intermediaries in OTC markets. In a recent calibration exercise, Gofman (2014) finds that it is suboptimal to limit banks' interdependencies in the interbank market. Elliott et al. (2014) apply network theory to financial contagion through net worth shocks. Finally, the literature on OTC market includes Duffie et al. (2005), and Lagos and Rocheteau (2009), among many others. Within this literature, Chang and Zhang (2015) study network formation in asset markets based on heterogeneous liquidity preferences.“A few big banks, however, still see a potential arbitrage, ‘trading profits,’ in selling off funds purchased from smaller banks and attempt to profit from it to reduce their effective cost of funds. Also a few tend to bid low to their correspondents. Said a trader typical of the latter attitude, ‘We have a good name in the market, so I often underbid the market by 1/16.”There is a large empirical literature on the interbank market and we already mentioned a few papers. Furfine (1999) proposes a methodology to extract fed funds transactions from payments data and Armantier and Copeland (2012) test the methodology. Afonso et al. (2012) study the fed funds market in time of stress. The two papers most related to ours areperhaps the empirical study of Brauning and Fecht (2012) and the theoretical paper of Blasques et al. (2015). Brauning and Fecht suggest a theory of relationship lending based on private information, as proposed by Rajan (1992). In good times, banks extract an informational rent, thus explaining why the relationship lending rates are usually higher than the average rate in normal times. In bad times, a lending bank knows whether the borrower is close to failure, and it is willing to offer a discount in order to keep the bank afloat. This argument fails to recognize that in bad times, some borrowers may not be close to failure and the rent that can be extracted from a relationship lender can be even higher then. Moreover, the size of discount involved in these loans is usually not an amount significant enough to matter for the survival of a borrowing bank.7 Although we do not want to minimize the role of private information, we argue that the simple threat of terminating the relationship can also yield to interbank rate discounts. Blasques, Brauning, and van Lelyveld study a dynamic network model of the unsecured interbank market based on peer monitoring. However, they do not study the impact of the supply of reserves on the structure of the network, or explain why interest rates can fall outside of the corridor.译文银行间市场关系乔纳森·邱,詹斯·艾森施密特,西里尔·莫妮特摘要中央银行外汇储备市场主要是场外交易,并具有核心-外围网络结构。
浅谈关联方交易信息披露规范【外文翻译】
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浅谈关联方交易信息披露标准【外文翻译】外文翻译原文:Discussion of related party transaction information disclosure normsAt present, the related party transactions of listed companies is widespread, many listed company has become an important part of business activities. In theory, related party transactions are neutral areas of the economy, market behavior is neither simple, nor "black box" trading. Its main role is to make full use of internal resources, lower transaction costs, improve operational efficiency and achieve the company goal of capital operation. However, because the purpose of related party transactions and forms the main body by the micro-economic control, so in practice, many listed companies, related party transactions not in the free competition under market conditions, but controlled by large shareholders. Particularly in the laws and regulations are not perfect, assessment and auditing role of intermediaries has not been fully played, accounting practitioners are not high quality case, related party transactions even easier to become part of the adjustment of profits of listed companies, the means to evade tax . This resulted in varying degrees of distortion of accounting information and misleading investors investment decisions.First, the existence of related party transactions in questionWhile certain related party transactions are conducted in public, but in many cases, related party transactions is not based on a fair and impartial, but to gloss over the party's financial position and operating results, to achieve set a good corporate image, to appease the creditors, incentives of investors. Obviously unfair related party transactions, mainly the following aspects:1. Adjustment of profits. ① The favorable transfer pricing and false sales to the inflated profits. If listed companies well below the market price of raw materials purchased from related parties or stock merchandise on, he is far above the market price of the sale to related parties, the low prices, then the operating results of listed companies to gradually"brilliant "get up. ② profits through asset replacement regulation. Assets between related parties, the performance in the form of unequal exchange: one related party to purchase quality assets at low prices to listed companies and listed companies or non-performing assets of unequal exchange; two non-performing assets of listed companies and related debt equal to the related party stripped to reduce the financial costs, enhance profitability; three listed companies the market price much higher than the sale of bad assets to related parties in order to obtain significant disposal gains.2. Shift the burden of debt and costs. Between related parties bear the debt and costs, mainly in the following several forms: ① the other party to repay the debt; ② the other party to pay the purchase price; ③ pay the other party; ④ otherwise the othe r party to incur obligations and costs.3. Transfer of funds. By listed companies are often higher or lower than the market price, selling goods to related parties or to provide services to achieve the purpose of transfer of funds. In addition, listed companies and financial exchanges between related parties and lending are quite common, although business lending to each other between the acts not permitted by the regulations, but the related party transactions and the lending of funds between the two is difficult to strictly distinguish between , and the method was not responsible for the public.4. Reduce the tax burden. Reduce the tax burden through related party transactions, the main two things: First, the profits of profit-making enterprises will be transferred to the loss-making enterprises, to minimize the tax burden on the whole group; second is the use of different enterprises in different regions and tax incentives tax provisions of the difference , the profits to low tax or even more preferential tax policies related party.Second, the limitations of the relevant laws and regulations binding1. Difficult to control the related party relationship between the behavior of non-associated. In order to truly reflect the economic substance of related party transactions, promulgated the "sale of assets between related parties, such as the Provisional Regulations on Accounting Treatment." The central element is: listed companies and transactions between related parties, if there is no conclusive evidence that thetransaction price is fair, on the obviously unfair trading price of parts, shall be allowed to be recognized as current period profit as a capital surplus shall be dealt with and This part of the difference may not be used to increase the capital, or make up the losses. As the Interim Provisions on non-related party transactions is not to regulate, resulting in a number of listed companies by various means, the association of non-related party relationship, so that the original revenue from related parties into from non-affiliated parties, to achieve the manipulation of profit purposes. In addition, listed companies will be non-association of related party relationships since then replacement of non-monetary assets, monetary transactions: the first non-correlation of related party relationship, then a non-monetary asset exchange transactions, as the two document monetary transaction processing, asset replacement soon had a business into a sale of assets and acquired assets of the two document-monetary transactions to evade the "Accounting Standards for Enterprises - Non-monetary transactions" constraints, to increase the company's profits with .2. Relationship between related parties narrow the scope of the provisions. "Enterprise Accounting Standards - related party relationships and transactions disclosed in", the not give a clear definition of related parties, gave only a standard to judge the relationship between related parties, namely: direct or indirect control, joint control or direct significant impact; two or more parties with the subject's control. But indirect common control, significant indirect effects, with the under common control between two or more parties, not as a related party accounting standards; on the form is not in fact belong to therelationship between related parties, accounting standards only in principle requirements, but no specific requirements. Define the scope of related party relationships too narrow for the listed companies manipulated profits through related party transaction has left more space.3. Pricing policies on related party transaction disclosure requirementsis too simple. "Accounting Standards for Enterprises - related party relationships and transactions disclosure" requires listed companies in the notes to financial statements, the related party transactions pricing policy as one element of their transactions to be disclosed. However, the scope of the pricing policy, to which pricing policies can be used, different pricing policies apply to which types of transactions, etc., notto make provision. Currently, listed companies to disclose the related party transaction pricing policies varied, such as the ex-factory price, price agreements, plans price, contract price, the wholesale price so the choice of pricing policies are also highly irregular, and did not explain the pricing basis, with non-associated party transactions are consistent pricing policies and the amount of Wen Ti the difference, the resulting public right, "Accounting Standards - Related Party Relationships and Transactions disclosure" disclosure requirement widely questioned.4. Disclosure of information on irregular lack of effective monitoring. Currently, listed companies to disclose the actual related party relationships and transactions there are more problems: first, incomplete disclosure of related party relationships. Not many listed companies have a major impact on their companies or controlling shareholders to be disclosed as related party. Major individual investors, key management personnel and their close family members and other related parties, disclosed little. Second is the type of related party transactions do not grasp the accurate disclosure is not sufficient. Between related parties such as the guarantee and mortgage as a contingent liability on the license agreement, and key management personnel compensation, transfer and other receivables, the basic non-disclosure. ?Disclosure of related party transactions statement is too general, the current focus on disclosure of related party transactions form a large extent the disclosure, and its economic substance, the rationale behind, the production and operation of the parties to the transaction and the extent of current performance of the substance did not make disclosure. Third, the disclosure of related party transactions ambiguous content, such as the type of transaction, the transaction elements of the disclosure, or understatement, or incomplete, so that users of financial statements can not be clear, accurate accounting information. 4 is a fraud, in order to misconduct. All this, yet the lack of relevant rules and regulations to regulate and control.Third, disclosure of related party transactions on the normative Suggestions1. Stock Exchange's regulatory role to play. Stock Exchange listed company to disclose the contents of the related party transactions should have the power to examine, from the relevant laws and regulations to standardize the system. Establish government regulation, industry self-discipline and social supervision Trinity regulatory framework.Information disclosure in the securities market regulation, in the sametime improve the ability of government regulation. Government regulation should be established, industry self-discipline and social supervision Trinity regulatory framework.2. Establish and improve laws and regulations safeguarding the interestsof small investors in the system. For related party transactions due tothe unfair result of shareholder interests are infringed upon, relevantlaws and regulations should be appropriate provisions to protect victims, punish the aggressor. Should gradually establish a complete range of civil, criminal and administrative liability, including multi-level information disclosure regulatory regime, and gradually change the current excessive reliance on administrative control to regulate the securities market information disclosure practices. From the legislative point of view, to give small investors, certain special powers, such as in particular, small and medium investors to ask the court to reject the shareholder meeting, Board of Directors the powers of resolution.3. Expand the scope of related party relationships. Whether an association party relations, In addition to the accounting standards of the provisions, indirect?common control, under common control with both sides in or to be considered as associated with. "International Accounting Standards No. 24- the reveal of the related parties", the indirect joint control or significant influence indirectly, and with under common control betweentwo or more parties, are considered related parties. According to our current situation, this could be reference.4. Increase disclosure of the contents of the related party transactions. Operating performance of listed companies have a significant impactrelated party transactions, in addition to existing disclosurerequirements should be content, but also to disclose the extent of its influence; involving the transfer of assets, mutual funds, such as guarantees and collateral information, regardless of their the amount of size, should be fully disclosed; on the relationship between relatedparties has been discharged from the original related parties, such astrade or financial dealings with its occurrence, it should be full disclosure.5. Standard pricing policies related party transactions. Resources or obligations between related parties of the transfer price is the key tounderstand the related party transactions. However, as "Enterprise Accounting Standards - related party relationships and transactions disclosed in" Related party transactions not provided pricing policy,which led to the pricing policies of listed companies to disclose highly irregular. In my opinion, can learn from the practice of international accounting standards, to make provision for this, such as the widely used internationally comparable uncontrolled price, resale price, cost plusprofit price.6. Study abroad and learn from the disclosure requirements of relatedparty transactions. If some countries require listed companies to disclose related party transactions outstanding amount of the settlement period and manner of senior staff or joint venture receivable and notes receivable, with joint ventures, directors and other related-party receivables, payables , director and CEO compensation and related party in the balance sheet of the commitments. Some countries also require listed companies on the amount of related party transactions in large amounts in the balance sheet disclosure of transactions with related parties are disclosed in the income statement. These practices, we should learn from.7. Increase disclosure of related party transactions violation penalties. For listed companies to manipulation related party transactions,accounting statements or to gloss over certain related party transactionsit hidden, refused to disclose important information or distort thebehavior of the appropriate punishment should be to develop rules and increase penalties. In addition, irregularities of listed companies,listed companies must not only punish, but also on the board of directors and related companies be held responsible in civil and criminal liability.Source: K.C. John Wei. Tunneling or propping: Evidence from connected transactions in China [J].Journal of Accounting and Economics,2021(5):26-34.译文:浅谈关联方交易信息披露标准目前,上市公司的关联交易十分普遍,很多上市公司关联交易已成为企业活动的重要组成局部。
利用关联方交易支撑【外文翻译】
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外文翻译原文Propping through related party transactionsMaterial.Source:Review.of.Accounting.Studies Author: Ming.Jian ,T.J.WongBased on a sample of Chinese listed firms from 1998 through 2002, this paper documents that listed firms prop up earnings by using abnormal related sales to their controlling owners. Such related sales propping is more prevalent among state-owned firms and in regions with weaker economic institutions. We also find that these abnormal related sales are not entirely accrual-based but can be cash-based as well, and they serve as a substitute rather than complement to accruals management for meeting earnings targets. Since these abnormal related sales can be cash-based, there is significant cash transfer via related lending from listed firms back to controlling owners after the propping. However, no cash transfer via related lending is found to be associated with accruals earnings management.Using a sample of listed firms in China, we study how institutions and firm organizational structures in a transitional economy shape the ways firms use related party transactions to manage earnings. This paper is motivated by recent research on economic institutions and accounting properties. In contrast to prior studies that attempt to draw broad inferences from data across many countries, this paper utilizes the intricate institutional structures of a particular country and the variation of the institutions across provinces within the country. In addition, by analyzing related party transactions as a form of earnings management, this paper complements prior research such as Leuz et al.,who focus primarily on the relationship between accruals and earnings management.China offers a natural setting for a study of the questions for three reasons. First, as in many other emerging markets, the capital, product, and labor markets in China are underdeveloped. As a result, firms in these markets organize into groups to form internal markets to lower transaction costs (Khanna and Palepu 2000). Further, therestructuring process before the initial public offering of listed state-owned enterprises (hereafter SOEs) creates corporate groups with frequent related party transactions between the listed subsidiaries and the parent companies, which serve as the controlling owners.Second, the bright-line rules for share issuance and delisting in China allow us to identify clear evidence of earnings management incentives. Chinese securities regulators have set two earnings targets that regulate firm listings. In particular, a firm must report at least 10% return on equity (ROE) to maintain its listing status and 10% (6% after 2001) ROE to issue new shares. These targets create incentives for controlling owners to assist listed firms in managing ROEs. We expect that more income-inflating transactions are associated with reported ROEs that are only slightly above the earnings targets.Third, the weak legal and market institutions in China implies a higher frequency of propping (Cheung et al. 2006) and increases the power of our tests. The significant variation in the degree of market development and government intervention in business activities across China’s thirty provinces, autonomous regions and municipalities (excluding Hong Kong and Macau SAR) allows us to examine the cross-sectional effects of legal and market institutions on propping.We hypothesize that controlling owners inflate Chinese listed firms’ revenues and earnings through related sales to qualify for rights issues or to avoid delisting.4 Chinese firms have ample opportunities to use related sales for earnings management because related party transactions are very common. One reason for their prevalence is that SOEs rely heavily on internal markets for materials, products, lab or, and capital. Before China’s economic reforms, these markets were non-existent as the central government directed all aspects of SOEs’ operations. Another reason is that close to 80% of the listed firms in China were previously production units that had been carved out from their parent SOEs, which serve as the controlling owners after the listing (Aharony et al. 2000). After the carve-out and IPO, the listed subsidiaries continue to engage in frequent related party transactions with their parent SOEs.Following Khanna and Yafeh (2005), we use related sales to proxy for propping because they are one of the most frequent types of related party transactions in our sample. The high frequency of these transactions allows sellers to inflate earnings simply by shifting next period’s related sales to the current period. Compared with real activities manipulation such as aggressive price discounts toincrease sales or deferral of R&D projects discussed in Roychowdhury (2006), accelerating related sales are likely to be less costly to the manipulating firm. We hypothesize that the level of related sales is abnormally high when firms try to meet earnings targets.We note that firms could use other types of related party transactions such as asset injections as an alternative way to achieve propping, but such transactions are much more infrequent and thus more easily detected. According to the CSRCs 1999 regulations for rights offerings, infrequent items such as gains and losses from investments and sales of fixed assets are no longer allowed to be included in the calculation of ROE, which suggests that government regulators regard nonrecurring items as potential earnings management tools. In the diagnostic checks reported in Sect. 4, we examine other operating items, such as related purchases, and non-operating items, such as asset or cash injections. The results do not support the notion that firms use these items for propping around the time of share issuances and delistings.Chinese listed companies have been required to disclose related party transactions since 1997. This disclosure was incomplete and irregular in the first year (Yuan 1998), but more systematic thereafter. Most companies report in a special footnote to their financial statements the identity of their related parties, the relation with these related parties (for example, percentage of shares held), and the types and amounts of related party transactions. Due to the complexity of some Chinese corporate groups, footnote disclosures of these connected dealings can be very complicated. For instance, Shanghai Dragon Corporation reported more than 140 transactions with more than 100 related parties in 2002 alone.Based on the financial statement footnotes on related party transactions, we manually collect and classify each transaction by the nature of the transaction and the related party involved. Generally, the major related parties are the shareholders (or companies in the shareholder’s group), the subsidiaries and the associated companies of the listed companies. Some other related parties include the subsidiary’s minority shareholders and the listed companies’ ex-shareholders. We classify related party transactions into 17 different types of transactions. The firm-year frequency and the average value for each transaction are as follows: sales (47.29%, RMB 303 million), purchases of goods and products (44.50%, RMB 5.5 billion), accounts receivable and payable (37.07%, RMB 1 billion), loans to and from related parties and other receivables and payables (51.32%, RMB 1.8 billion),service revenues (12.53%, RMB 78 million) and expenses (22.08%, RMB 66 million), interest income (14.57%, RMB 11 million) and expenses (3.6%, RMB 18 million), asset purchases (10.44%, RMB 136 million) and sales (5.69%, RMB 75 million), stock purchases (7.95%, RMB 6.8 billion) and sales (5.56%, RMB 51 million), rent revenues (11.90%, RMB 10 million) and expenses (28.63%, RMB 35 million), joint investments (2.73%, RMB 83 million), and loan guarantees to related parties (24.87%, RMB 1.4 billion) and from related parties (23.49%, RMB 3.6 billion). The average total assets of these firms are RMB 1.96 billion.Panel A of Table 2 reports summary statistics on related sales with various types of related parties in the three general categories of firm ownership. Specifically, 57 and 48% of the central and local government firms, respectively, have related sales, while only 37% of the nonstate firms report such dealings. The majority of these intra-group trades involve the largest shareholder, with 48% of central government firms and 40% of local government firms. Related sales with the second-largest shareholder are much less frequent, ranging from 2% for local government firms to 5% for central government firms.This study uses a sample of firms listed in China from 1998 through 2002 to provide evidence of propping through related party transactions. China offers a natural setting for studying the shifting of resources between controlling owners and listed firms due to its underdeveloped capital, product, and labor markets; bright-line rules for share issuance and delisting; and weak legal and market institutions.Our evidence shows that controlling owners of Chinese listed firms engage in propping through related sales. The increase in related sales is associated with higher operating profits, and related sales are used to damp negative industry earnings shocks when listed firms have incentives to manage earnings. By using such inter-company trades to meet securities regulators’ earnings targets, the controlling owners help the listed firms maintain their listing status or qualify for rights issues.Propping through related sales can be effected through cash-based, rather than entirely accrual-based, transactions. Related sales and discretionary accruals are found to be substitutes for earnings management. When firms generally have sales transactions with their related parties or they have positive abnormal related sales, they have a weaker tendency to use discretionary accruals to meet earnings targets. However, we find that firms have a stronger tendency to use discretionary accruals to inflate earnings when they do not have related sales or when they have notengaged in related sales management. Also, cash-based propping through related sales is associated with the transfer of cash back to the controlling owner through related lending. Since discretionary accruals management does not involve cash transfers, such earnings management activity is not linked with subsequent cash transfers.译文利用关联方交易支撑资料来源: 会计研究述评作者:Ming.Jian ,T.J.Wong 以1998至2002的中国上市公司为研究样板,本文研究了上市公司利用关联交易操纵利润问题。
企业并购财务风险控制外文文献翻译译文3100字
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企业并购财务风险控制外文文献翻译译文3100字Financial risk is one of the major XXX It refers to the risk of financial loss caused by the XXX in the value of assets。
The main types of financial risk in mergers and ns include credit risk。
interest rate risk。
exchange rate risk。
and liquidity risk。
Credit risk refers to the risk of default by the borrower。
while interest rate risk refers to the risk of XXX。
Exchange rate risk is the risk of XXX。
and liquidity risk refers to the risk of XXX.XXX。
it is XXX before the n。
including analyzing the financial status of the target company。
XXX。
and assessing the potential impact of interest rate and exchange rate XXX。
it is XXX a sound financial management system and XXX.1.2 Asset riskAsset risk refers to the risk of losses caused by the decline in the value of assets or the XXX the expected value of assets。
本科毕业论文内部控制外文文献翻译完整版中英对照
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A Clear Look at Internal Controls: Theory and ConceptsHammed Arad (Philae)Department of accounting, Islamic Azad University, Hamadan, IranBarak Jamshedy-NavidFaculty Member of Islamic Azad University, Kerman-shah, IranAbstract: internal control is an accounting procedure or system designed to promote efficiency or assure the implementation of a policy or safeguard assets or avoid fraud and error. Internal Control is a major part of managing an organization. It comprises the plans, methods, and procedures used to meet missions, goals, and objectives and, in doing so, support performance-based management. Internal Control which is equal with management control helps managers achieve desired results through effective stewardship of resources. Internal controls should reduce the risks associated with undetected errors or irregularities, but designing and establishing effective internal controls is not a simple task and cannot be accomplished through a short set of quick fixes. In this paper the concepts of internal controls and different aspects of internal controls are discussed. Keywords: Internal Control, management controls, Control Environment, Control Activities, Monitoring1. IntroductionThe necessity of control in new variable business environment is not latent for any person and management as a response factor for stockholders and another should implement a great control over his/her organization. Control is the activity of managing or exerting control over something. he emergence and development of systematic thoughts in recent decade required a new attention to business resource and control over this wealth. One of the hot topic a bout controls over business resource is analyzing the cost-benefit of each control.Internal Controls serve as the first line of defense in safeguarding assets and preventing and detecting errors and fraud. We can say Internal control is a whole system of controls financial and otherwise, established by the management for the smooth running of business; it includes internal cheek, internal audit and other forms of controls.COSO describe Internal Control as follow. Internal controls are the methods employed to help ensure the achievement of an objective. In accounting and organizational theory, Internal control is defined as a process effected by an organization's structure, work and authority flows, people and management information systems, designed to help the organization accomplish specific goals or objectives. It is a means by which an organization's resources are directed, monitored, and measured. It plays an important role in preventing and detecting fraud and protecting the organization's resources, both physical (e.g., machinery and property) and intangible (e.g., reputation or intellectual property such as trademarks). At the organizational level, internal control objectives relate to the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals, and compliance with laws and regulations. At the specific transaction level, internal control refers to the actions taken to achieve a specific objective (e.g., how to ensure the organization's payments to third parties are for valid services rendered.) Internal controlprocedures reduce process variation, leading to more predictable outcomes. Internal controls within business entities are called also business controls. They are tools used by manager's everyday.discourage theft, and reviewing your monthly statement of account to verify transactions are common internal controls employed to achieve specific objectives.All managers use internal controls to help assure that their units operate according to plan, and the methods they use--policies, procedures, organizational design, and physical barriers-constitute. Internal control is a combination of the following:1. Financial controls, and2. Other controlsAccording to the institute of chartered accountants of India internal control is the plan of organization and all the methods and procedures adopted by the management of an entity to assist in achieving management objective of ensuring as far as possible the orderly and efficient conduct of its business including adherence to management policies, the safe guarding of assets prevention and detection of frauds and error the accuracy and completeness of the accounting records and timely preparation of reliable financial information, the system of internal control extends beyond those matters which relate to the function of accounting system. In other words internal control system of controls lay down by the management for the smooth running of the business for the accomplishment of its objects. These controls can be divided in two parts i.e. financial control and other controls.Financial controls:- Controls for recording accounting transactions properly.- Controls for proper safe guarding company assets like cash stock bank debtor etc- Early detection and prevention of errors and frauds.- Properly and timely preparation of financial records I e balance sheet and profit and loss account.- To maximize profit and minimize cost.Other controls: Other controls include the following:Quality controls.Control over raw materials.Control over finished products.Marketing control, etc6. Parties responsible for and affected by internal controlWhile all of an organization's people are an integral part of internal control, certain parties merit special mention. These include management, the board of directors (including the audit commit tee), internal auditors, and external auditors.The primary responsibility for the development and maintenance of internal control rests with an organization's management. With increased significance placed on the control environment, the focus of internal control has changed from policies and procedures to an overriding philosophy and operating style within the organization. Emphasis on these intangible aspects highlights the importance of top management's involvement in the internal control system. If internal control is not a priority for management, then it will not be one for people within the organization either.As an indication of management's responsibility, top management at a publicly owned organization will include in the organization's annual financial report to the shareholders a statement indicating that management has established a system of internal control that management believes is effective. The statement may also provide specific details about the organization's internal control system.Internal control must be evaluated in order to provide management with some assurance regarding its effectiveness. Internal control evaluation involves everything management does to control the organization in the effort to achieve its objectives. Internal control would be judged as effective if its components are present and function effectively for operations, financial reporting, and compliance. he boards of directors and its audit committee have responsibility for making sure the internal control system within the organization is adequate. This responsibility includes determining the extent to which internal controls are evaluated. Two parties involved in the evaluation of internal control are the organization's internal auditors and their external auditors.Internal auditors' responsibilities typically include ensuring the adequacy of the system of internal control, the reliability of data, and the efficient use of the organization's resources. Internal auditors identify control problems and develop solutions for improving and strengthening internal controls. Internal auditors are concerned with the entire range of an organization's internal controls, including operational, financial, and compliance controls.Internal control will also be evaluated by the external auditors. External auditors assess the effectiveness of internal control within an organization to plan the financial statement audit. In contrast to internal auditors, external auditors focus primarily on controls that affect financial reporting. External auditors have a responsibility to report internal control weaknesses (as well as reportable conditions about internal control) to the audit committee of the board of directors.8. Limitations of an Entity's Internal ControlInternal control, no matter how well designed and operated, can provide only reasonable assurance of achieving an entity's control objectives. The likelihood of achievement is affected by limitations inherent to internal control. These include the realities that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes. For example, errors may occur in designing,Maintaining, or monitoring automated controls. If an entity’s IT personnel do not completely understand how an order entry system processes sales transactions, they may erroneously design changes to the system to process sales for a new line of products. On the other hand, such changes may be correctly designed but misunderstood by individuals who translate the design into program code. Errors also may occur in the use of information produced by IT. For example, automated controls may be designed to report transactions over a specified dollar limit for management review, but individuals responsible for conducting the review may not understand the purpose of such reports and, accordingly, may fail to review them or investigate unusual items.Additionally, controls, whether manual or automated, can be circumvented by the collusion of two or more people or inappropriate management override of internal control. For example, management may enter into side agreements with customers that alter the terms and conditions of the entity’s standard sales contract in ways that would preclude revenuerecognition. Also, edit routines in a software program that are designed to identify and report transactions that exceed specified credit limits may be overridden or disabled.Internal control is influenced by the quantitative and qualitative estimates and judgments made by management in evaluating the cost-benefit relationship of an entity’s internal control. The cost of an entity's internal control should not exceed the benefits that are expected to be derived. Although the cost-benefit relationship is a primary criterion that should be considered in designing internal control, the precise measurement of costs and benefits usually is not possible.Custom, culture, and the corporate governance system may inhibit fraud, but they are not absolute deterrents. An effective control environment, too, may help reduce the risk of fraud. For example, an effective board of directors, audit committee, and internal audit function may constrain improper conduct by management. Alternatively, the control environment may reduce the effectiveness of other components. For example, when the nature of management incentives increases the risk of material misstatement of financial statements, the effectiveness of control activities may be reduced.9. Balancing Risk and ControlRisk is the probability that an event or action will adversely affect the organization. The primary categories of risk are errors, omissions, delay and fraud In order to achieve goals and objectives, management needs to effectively balance risks and controls. Therefore, control procedures need to be developed so that they decrease risk to a level where management can accept the exposure to that risk. By performing this balancing act "reasonable assurance” can be attained. As it relates to financial and compliance goals, being out of balance can causebe proactive, value-added, and cost-effective and address exposure to risk.11. ConclusionThe concept of internal control and its aspects in any organization is so important, therefore understanding the components and standards of internal controls should be attend by management. Internal Control is a major part of managing an organization. Internal control is an accounting procedure or system designed to promote efficiency or assure the implementation of a policy or safeguard assets or avoid fraud and error. According to custom definition, Internal Control is a process affected by an entity's board of directors, management and other personnel designed to provide reasonable assurance regarding the achievement of objectives in the following categories namely. The major factors of internal control are Control environment, Risk assessment, Control activities, Information and communication, Monitoring. This article reviews the main standards and principles of internal control and described the relevant concepts of internal control for all type of company.内部控制透视:理论与概念哈米德阿拉德(Philae)会计系,伊斯兰阿扎德大学,哈马丹,伊朗巴克Joshed -纳维德哈尼学院会员伊斯兰阿扎德大学,克尔曼伊朗国王,伊朗摘要:内部控制是会计程序或控制系统,旨在促进效率或保证一个执行政策或保护资产或避免欺诈和错误。
关联交易下的盈余管理【外文翻译】
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外文文献翻译Earnings Management through Affiliated Transactions Prior research has primarily tested for earnings management under the premise that the discretion allowed in recording accruals gives rise to earnings management behavior (Healy and Wahlen 1999). These studies have found evidence consistent with managers using discretionary accruals to report earnings in accordance with certain managerial incentives (e.g., avoid losses, maintain an earnings trend, meet analysts' forecasts, maximize bonuses, avoid debt covenants,minimize political costs, increase offering price, etc.).' We extend prior research by focusing on an additional source of earnings management. Besides accrual manipulations, firms may also engage in earnings management through transactions with affiliated companies. That is, instead of relying onthe judgment afforded by generally accepted accounting principles in recording accruals, a dominant company may use its influential relationship over an affiliated company to structure transactions between the two companies in a way that allows profits to be shifted from the affiliate to the dominant company. The dominant company reports higher profits and the affiliate reports lower profits, while the profitability of the economic entity as a whole remains unaffected. Since the value of the dominant company is directly linked to the profitability and well being of the entire economic entity, this type of earnings management may cause users of the dominant company's financial statements to be misled.There are several potential ways that companies could manage earnings using transactions with affiliated companies. Firms may engage in channel stuffing by forcing distributors to purchase higher than normal inventory levels, thus increasing the manufacturer's sales and profits for the current period. Firms could also manage earnings using transactions with less than wholly owned subsidiaries. Suppose a parent company sells inventory to a less than wholly owned subsidiary, which then sells the inventory to an external party in the same period. The increase inconsolidated earnings occurs because lower profits are shifted to minority shareholders. Firms may also manage earnings using affiliated transactions by either shifting profits across different tax jurisdictions (Emshwiller and Smith 2002), or using influence over suppliers (Butters 2001). Data on the effects of affiliated transactions, because of their very nature, are difficult to obtain.Transactions between the parent company and affiliates can affect the individual earnings of the companies within the group, but consolidated earnings remain generally unaffected. For example, the parent company can sell assets (e.g., inventory, land, etc.) to its subsidiary. The amount of the sale, as well as the timing of the sale, can be influenced by the parent due to its dominant position over the subsidiary. The parent company can report the sale and increased earnings in the current period. For consolidated purposes, the affiliated transaction will be eliminated and not affect the financial statements. The parent company could also enhance its earnings by shifting additional operating costs to subsidiaries. Total operating costs would be included in the consolidated reports but not in the parent's. The parent's significant influence over the subsidiary's dividend policy represents another method by which the parent company could improve parent earnings with no corresponding affect to consolidated earnings. Subsidiary-to-parent dividends increase parent earnings under the cost method, but these are excluded from consolidated earnings. The Japanese reporting environment allows for a pure match (i.e., same company) between parent and consolidated earnings. For each company, we can compare earnings management for stand-alone parent earnings plus affiliated transactions to earnings management for consolidated earnings excluding affiliated transactions.Consistent with prior research based on U.S. firms (e.g., Burgstahler and Dichev 1997; Degeorge et al. 1999; Payne and Robb 2000; Beatty et al. 2002; Beaver et al. 2003), both parent and consolidated earnings in Japan are managed at three important earnings thresholds: avoiding losses, avoiding earnings declines, and avoiding negative forecast errors. Consistent with expectations based on the ability to use affiliated transactions, parent earnings show greater evidence of earnings management than do consolidated earnings at each of these three earnings thresholds. Additionaltests indicate that the increased management of parent earnings around these three earnings thresholds is associated with the ability to use affiliated transactions. Investors and other financial statement users should be aware that, in addition to the use of discretionary accruals, firms may also manage earnings using transactions with affiliated companies.Prior research has focused almost exclusively on earnings management using accruals. This study brings attention to an additional source of earnings management: affiliated transactions. The ability of companies to manage earnings in this manner is largely unexplored in the literature. While we address this issue in a Japanese setting between parent and consolidated earnings, an important question for future research is: "To what extent do generally accepted accounting principles in other countries allow firms to use specific affiliated transactions (e.g., channel stuffing, transactions with less than wholly owned subsidiaries, shifting profits across tax jurisdictions, special purpose entities, influential relations over suppliers, etc.) to manage reported earnings?" This type of earnings management is not restricted to Japan, and likely occurs in many other jurisdictions as well. Since firm value is directly related to the value of the entire economic entity, understanding how companies enhance their reported performance by shifting profits within the economic entity is important to users of financial statements around the world.In examining whether managers engage in parent earnings management, it is useful first to consider whether earnings management through affiliated transactions can go undetected. If investors and other financial statement users are able to undo the management effects of affiliated transactions in parent earnings using information in consolidated earnings, then incentives to manage parent earnings, discussed later in this section, are weakened. However, in the Japanese business and reporting environment, it is unlikely that investors and others who contract with the firm will be able to easily detect earnings management using affiliated transactions. In the parent reports, the profitability of transactions with third parties and transactions with affiliates are not separately disclosed. Likewise, in the consolidated reports, the profitability of the parent company's third-party transactions is not separately reportedfrom the profitability of the affiliated companies' third-party transactions. Information on the profitability of individual affiliated companies may be unavailable if the affiliated company is wholly owned or not publicly traded. Affiliates may also have subsidiaries or equity investments, further complicating the assignment of profitability. The corporate group in Japan consists of a complex web of interlocking ownership, and multiple cross-holdings through subsidiaries are common. This type of corporate structure, combined with a lack of detailed disclosure, makes it difficult for financial statements users to determine the extent to which parent earnings are affected by affiliated transactions.Because of the undisclosed nature of affiliated transactions, we cannot directly compute the extent of affiliated transactions. In fact, the lack of disclosure on stand-alone parent or subsidiary earnings makes affiliated transactions a potentially useful earnings management technique.Due to its ambiguous meaning, the firm-specific difference between consolidated earnings and parent earnings is not used for any of our tests. Instead, we compare the distribution of parent earnings to the distribution of consolidated earnings as a means to detect earnings management. As discussed in more detail below, we expect the distribution of parent earnings to reveal more evidence of earnings management than will the distribution of consolidated earnings around important earnings thresholds, due at least in part to the availability of affiliated transactions to manage parent earnings. Our sample includes both parent and consolidated earnings for each firm to help control for differences in firm characteristics when comparing the distributions.Investors also seem to care about parent earnings, even though consolidated earnings are reported. Hall et al. (1994) report that stock returns have a similar or stronger relation with parent earnings than they do with consolidated earnings .This result conflicts with the notion that investors consider consolidated earnings to be a more complete measure of value. Herrmann et al. (2001) find that Japanese investors fixate on parent earnings and do not correctly consider the impact that consolidated earnings have on firm value. If managers are aware of investors' fixation on parent earnings, then managers may have stock-based incentives to meet investors'expectations of parent earnings.The incremental importance of parent earnings in Japan is further evident in financial analysts' forecasts. Financial analysts provide forecasts of both parent and consolidated earnings, indicating that investors demand the additional information found in parent earnings. Darrough and Harris (1991) examine whether forecasts of parent company and consolidated earnings in Japan convey information to investors. They find a greater association of unexpected security returns and unexpected earnings based on parent forecasts than consolidated forecasts. In private conversations with I/B/E/S personnel, we were told that the I/B/E/S database, while collecting data on both parent and consolidated earnings forecasts, provides forecast data for the earnings number (parent or consolidated) that is more frequently forecasted by analysts. For firms that report both parent and consolidated earnings during the 1994-2000 period, we find a total of 50,677 analyst/firm/year forecasts for parent earnings and 37,241 analyst/firm/year forecast for consolidated earnings. The priority analysts give to forecasting parent earnings creates an additional incentive for managers to report parent earnings consistent with earnings targets, regardless of the amount reported for consolidated earnings.While each of these variables potentially provides a noisy measure, all of them should correlate with the firm's ability to manage parent earnings through the use of affiliated transactions. Using multiple measures increases the confidence in the results by not over-relying on the outcome of a single variable. Also, agreement in results across the three variables provides additional assurance that the variables approximate the construct of interest, the firm's ability to manage parent earnings using affiliated transactions.Prior research clearly documents earnings management through the use of discretionary accruals. We extend the literature by investigating an additional source of earnings management transactions with affiliated companies. Companies can use a variety of affiliated transactions to manage earnings (e.g., channel stuffing, transactions with less than wholly owned subsidiaries, shifting profits across tax jurisdictions, special purpose entities, influential relations over suppliers, etc.) Toprovide a large cross-sectional test of earnings management using affiliated transactions, we employ a sample of Japanese firms. Under Japanese GAAP, parent earnings include the effects of affiliated transactions while consolidated earnings exclude the effects of affiliated transactions.We observe earnings management behavior around three earnings thresholds for both parent and consolidated earnings: avoiding losses, avoiding earnings declines, and avoiding negative forecast errors. Consistent with expectations based on transactions with affiliates, the distributions for parent earnings show substantially more evidence of earnings being managed at these thresholds. The percentage of firms that meet or exceed the threshold for parent performance and miss the threshold for consolidated performance is noticeably higher than the percentage of firms that meet or exceed the threshold for consolidated performance and miss it for parent performance. Additional tests indicate that earnings management around these three earnings thresholds is associated with the ability to use affiliated transactions for parent earnings, but not for consolidated earnings.Users of parent financial statements in general, and Japanese financial statements in particular, need to be aware that parent earnings based on the cost method for affiliates are likely managed to a greater degree than are consolidated earnings due to the impact of affiliated transactions. Future research can extend the results of this study to understand how financial reporting standards in other countries allow companies to manage earnings using transactions with affiliated companies.Consistent with additional earnings management through affiliated transactions, parent earnings show stronger evidence of earnings management than consolidated earnings at each of these three earnings thresholds. Further tests indicate that the increased management of parent earnings around these three earnings thresholds is related to the firm's ability to use affiliated transactions, while the management of consolidated earnings is unrelated to the firm's ability to use affiliated transactions.Finally, social disappointment for managers may be greater when parent earnings goals are not met because the failure can be reliably assigned to the management team. Since Japanese managers have more control over the operations of the parentcompany than they do over the consolidated entity, they may feel a greater responsibility to meet the income-reporting objectives of the parent company. Conversely, when the consolidated company fails to meet earnings goals, responsibility can more easily be shifted to other companies or circumstances. Therefore, even though consolidated earnings are reported, managers may evaluate themselves and be evaluated by others in the society based more on parent performance.Resource: Wayne B. Thomas, Donald R. Herrmann, and Tatsuo Inoue. Earning management through Affiliated Transactions.Journal of International Accounting Research, 2004:P1-25.译文:关联交易下的盈余管理先前的研究主要探测在谨慎性原则下,管理部门允许发生盈余管理行为(希利和瓦列1999)。
企业并购中英文对照外文翻译文献
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企业并购中英文对照外文翻译文献中英文对照外文翻译文献(文档含英文原文和中文翻译)原文:The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to acceptstock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable,the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, theproduct between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of d ebt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-endprior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary T argetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire torestructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equityinvestment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文:并购支付方式在欧洲的选择在过去的十年,全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。
企业利润分析中英文对照外文翻译文献
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中英文对照外文翻译文献(文档含英文原文和中文翻译)原文:Profit PatternsThe most important objective of companies is to create, develop and maintain one or more competitive advantages in order to generate dividends for the shareholders. For a long time, it was simply a question of dominating the market, either by costs or by a policy of differentiation. As Michael Porter advised, it was essential to avoid being “stuck in the middle”. This way of thinking set up competitive rivalry in a closed world, and tended towards stability. This model is less and less relevant today for whole sectors of the economy. We see a multitude of strategic movements which defy the logic of the old system. “Profit Patterns” lists numerous strategies which have joined the small number that we knew before. These patterns often combine to give rise to strategic models which are better adapted to the new and changing needs of the consumer.Increasing the value of a company depends on its capacity to predict Valuemigration from one economic sector to another or from one company to another has unimaginable proportions, in particular because of the new phenomena that mass investment and venture capital represent. The public is looking for companies that will succeed in the future and bet on the winner.Major of managers have a talent for recognizing development market trends There are some changing and development trends in all business sectors. They can be erected into models, thereby making it possible to acquire a technique for predicting them. This consists of recognizing them in the actual economic context. This book proposes thirty strategic prediction models divided into seven families. Predicting is not enough: one still has to act in time! Managers analyze development trends in the environment in order to identify opportunities. They then have to determine a strategic plan for their company, and set up a system aligning the internal and external organizational structure as a function of their objectives.For most of the 20th century, mastering strategic evolution models was not a determining factor, and formulas for success were fixed and relatively simple. In industry, the basic model stated that profit was a function of relative market share. Today, this rule is confronted with more and more contradictions: among car manufacturers for example, where small companies like Toyota are more profitable than General Motors and Ford. The highest rises in value have become the exclusive right of the companies with the most efficient business designs. These upstart companies have placed themselves in the profit zone of their sectors thanks, in part, to their size, but also to their new way of doing business – exploiting new rules which are sources of value creation. Among the new rules which define a good strategic plan are:1. Strong orientation towards the customer2. Internal decisions which are coherent with the overall activity, concerning the products and services as well as the involvement in the different activities of the value chain3. An efficient mechanism for value–capture.4. A powerful source of differentiation and of strategic control, inspiring investorconfidence in future cash-flow.5. An internal organization carefully designed to support and reinforce the company’s strategic plan.Why does value migrate? The explanation lies largely in the explosion of risk-capital activities in the USA. Since the 40’s, of the many companies that have been created, about a thousand have allowed talented employees, the “brains”, to work without the heavy structures of very big companies. The risk–capital factor is now entering a new phase in the USA, in that the recipes for innovation and value creation are spreading from just the risk-capital companies to all big companies. A growing number of the 500 richest companies have an internal structure for getting into the game of investing in companies with high levels of value-creation. Where does this leave Eur ope? According to recent research, innovation in strategic thinking is under way in Europe, albeit with a slight time-lag. Globalization is making the acceptation of these value-creation rules a condition of global competitively .There is a second phenomenon that has an even more radical influence on value-creation –polarization: The combination of a convincing and innovative strategic plan, strategic control and a dominant market share creates a terrific increase in investor confidence. The investors believe that the company has established its position of strength not only for the current, but also for the next strategic cycle. The result is an exponential growth in value, and especially a spectacular out-distancing of the direct rivals. The polarization process typically has two stages. In phase 1, the competitors seem to be level. In fact, one of them has unde rstood, has “got it”, before the others and is investing in a new strategic action plan to take into account the pattern which is starting to redefine the sector. Phase 2 begins when the conditions are right for the pattern to take over: at this moment, th e competitor who “got it”, attracts the attention of customers, investors and potential recruits (the brains). The intense public attention snowballs, the market value explodes to leave the nearest competitor way behind. Examples are numerous in various sectors: Microsoft against Apple and Lotus, Coca-Cola against Pepsi, Nike against Reebok and so on. Polarization of value raises the stakes and adds a sense of urgency: The first company to anticipate market changeand to take appropriate investment decisions can gain a considerable lead thanks to recognition by the market.In a growing number of sectors today, competition is concentrated on the race towards mindshare. The company which leads this race attracts customers who attract others in an upwards spiral. At the transition from phase 1 to phase 2, the managing team’s top priority is to win the mindshare battle. There are three stages in this strategy: mind sharing with customers gives an immediate competitive advantage in terms of sales; mind sharing with investors provides the resources to maintain this advantage, and mind sharing with potential recruits increases the chances of maintaining the lead in the short and the long term. This triple capture sets off a chain reaction releasing an enormous amount of economic energy. Markets today are characterized by a staggering degree of transparency. Successes and failures are instantaneously visible to the whole world. The extraordinary success of some investors encourages professional and amateurs to look for the next hen to lay a golden egg. This investment mentality has spread to the employment market, where compensations (such as stock-options) are increasingly linked to results. From these three components - customers, investors and new talent – is created the accelerating phenomenon, polarization: thousands of investors look towards the leader at the beginning of the race. The share value goes up at the same time as the rise in customer numbers and the public perception that the current leader will be the winner. The rise in share-price gets more attention from the media, and so on. How to get the knowledge before the others, in order to launch the company into leadership? There are several attitudes, forms of behavior and knowledge that can be used: being paranoiac, thinking from day to day that the current market conditions are going to change; talking to people with different points of view; being in the field, looking for signs of change. And above all, building a research network to find the patterns of strategic change, not only in one’s particular sector, but in the whole economy, so as always to understand the patterns a bit better and a bit sooner than the competitors.Experienced managers can detect similarities between movements of value in different circumstances. 30 of these patterns can be divided into 7 categories.Some managers understand migrations of value before other managers, allowing them to continually improvise their business plan in order to find and exploit value. Experience is an obvious advantage: situations can repeat themselves or be similar to others, so that experienced managers recognize and assimilate them quickly. There about 30 patterns .which can be put into 7 groups according to their key factors. It is important to understand that the patterns have three general characteristics: multiplicity,variants and cycles. The principle of multiplicity indicates that while a sector or a company may be affected by just one simple strategic pattern, most situations are more complicated and involve several simultaneously evolving patterns. The variants to the known models are developed in different circumstances and according to the creativity of the users of the models. Studying the variants gives more finesse in model-analysis. Finally, each model depends on economic cycles which are more or less long. The time a pattern takes to develop depends on its nature and also on the nature of the customers and sector in question.1) The first family of strategic evolution patterns consists of the six “Mega patterns”: these models do not address any particular dimension of the activity (customer, channels of distribution and value chain), but have an overall and transversal influence. They owe their name “Mega” to their range and their impact (as much from the point of view of the different economic sectors as from the duration). The six Mega models are: No profit, Back to profit, Convergence, Collapse in the middle, De facto standard and Technology shifts the board. • The No profit pattern is characterized by a zero or negative result over several years in a company or economic sector. The first factor which favors this pattern is the existence of a single strategic a plan in several competitors: they all apply differentiation by price to capture market-share. The second factor is the loss of the “crutch” of the sector, that is the end of a system of the help, such as artificially maintained interest levels, or state subsidies. Among the best examples of this in the USA are in agriculture and the railway industry in the 50’s and 60’s,and in the aeronautical industry in the 80’s and 90’s.• The Back to profit pattern is characterized by the emergence of innovative strategic plans or the projects which permit the return of profits. In the 80’s, the watch industry was stagnating in a noprofits zone. The vision of Nicolas Hayek allowed Swatch and other brands to get back into a profit-making situation thanks to a products pyramid built around the new brand.The authors rightly attribute this phenomenon to investors’ recognition of the superiority of these new business designs. However this interpretation merits refinement: the superiority resides less in the companies’ current capacity to identify the first an indications of strategic discontinuity than in their future capacity to develop a portfolio of strategic options and to choose the right one at the right time. The value of a such companies as Amazon and AOL, which benefit from financial polarization, can only be explained in this way. To be competitive in the long-term, a company must not only excel in its “real” market, but also in its financial market. Competition in both is very fierce, and one can not neglect either of these fields of battle without suffering the consequences. This share-market will assume its own importance alongside the commercial market, and in the future, its successful exploitation will be a key to the strategic superiority of publicly-quoted companies.Increasing the value of a company depends on its capacity to predictValue migration from one economic sector to another or from one company to another has unimaginable proportions, in particular because of the new phenomena that mass investment and venture capital represent. The public is looking for companies that will succeed in the future and bet on the winner.Major managers have a talent for recognizing development market trendsThere are some changing and development trends in all business sectors. They can be erected into models, thereby making it possible to acquire a technique for predicting them. This consists of recognizing them in the actual economic context.Predicting is not enough: one still has to act in timeManagers analyze development trends in the environment in order to identify opportunities. They then have to determine a strategic plan for their company, and set up a system aligning the internal and external organizational structure as a function of their objectivesSource: David .J. Morrison, 2001. “Profit Patterns”. Times Business.pp.17-27.译文:利润模式一个公司价值的增长依赖于公司自身的能力的预期,价值的迁移也只是从一个经济部门转移到另外一个经济部门或者是一个公司到另外一个意想不到的公司。
上市公司盈利能力分析中英文对照外文翻译文献
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中英文对照外文翻译文献(文档含英文原文和中文翻译)The path-to-profitability of Internet IPO firmsAbstractExtant empirical evidence indicates that the proportion of firms going public prior to achieving profitability has been increasing over time. This phenomenon is largely driven by an increase in the proportion of technology firms going public. Since there is considerable uncertainty regarding the long-term economic viability of these firms at the time of going public, identifying factors that influence their ability to attain key post-IPO milestones such as achieving profitability represents an important area of research. We employ a theoretical framework built around agency and signaling considerations to identify factors that influence the probability and timing of post-IPO profitability of Internet IPO firms. We estimate Cox Proportional Hazards models to test whether factors identified by our theoretical framework significantly impact the probability of post-IPO profitability as a function of time. We find that the probability of post- IPO profitability increases with pre-IPO investor demand and change in ownership at the IPO of the top officers and directors. On the other hand, the probability ofpost-IPO profitability decreases with the venture capital participation, proportion of outsiders on the board, and pre-market valuation uncertainty.Keywords: Initial public offerings, Internet firms, Path-to-profitability, Hazard models, Survival1. Executive summaryThere has been an increasing tendency for firms to go public on the basis of a promise of profitability rather than actual profitability. Further, this phenomenon is largely driven by the increase in the proportion of technology firms going public. The risk of post-IPO failure is particularly high for unprofitable firms as shifts in investor sentiment leading to negative market perceptions regarding their prospects or unfavorable financing environments could lead to a shutdown of external financing sources thereby imperiling firm survival. Therefore, the actual accomplishment of post-IPO profitability represents an important milestone in the company's evolution since it signals the long-term economic viability of the firm. While the extant research in entrepreneurship has focused on factors influencing the ability of entrepreneurial firms to attain important milestones prior to or at the time of going public, relatively little is known regarding the timing or ability of firms to achieve critical post-IPO milestones. In this study, we construct a theoretical framework anchored on agency and signaling theories to understand the impact of pre-IPO factors such as governance and ownership structure, management quality, institutional investor demand, and third party certification on firms' post-IPO path-to-profitability. We attempt to validate the testable implications arising from our theoretical framework using the Internet industry as our setting. Achieving post-issue profitability in a timely manner is of particular interest for Internet IPO firms since they are predominantly unprofitable at the time of going public and are typically characterized by high cash burn rates thereby raising questions regarding their long-term economic viability. Since there is a repeated tendency for high technology firms in various emerging sectors of the economy to go public in waves amid investor optimism followed by disappointing performance, insights gained from a study of factors that influence the path-to-profitability of Internet IPO firms will help increase our understanding of the development path and long-term economic viability of entrepreneurial firms in emerging, high technology industries.2. IntroductionThe past few decades have witnessed the formation and development of several vitallyimportant technologically oriented emerging industries such as disk drive, biotechnology, and most recently the Internet industry. Entrepreneurial firms in such knowledge intensive industries are increasingly going public earlier in their life cycle while there is still a great deal of uncertainty and information asymmetry regarding their future prospects (Janey and Folta, 2006). A natural consequence of the rapid transition from founding stage firms to public corporations is an increasing tendency for firms to go public on the basis of a promise of profitability rather than actual profitability.3 Although sustained profitability is no longer a requirement for firms in order to go public, actual accomplishment of post-IPO profitability represents an important milestone in the firm's evolution since it reduces uncertainty regarding the long-term economic viability of the firm. In this paper, we focus on identifying observable factors at the time of going public that have the ability to influence the likelihood and timing of attaining post-IPO profitability by Internet firms. We restrict our study to the Internet industry since it represents a natural setting to study the long-term economic viability of an emerging industry where firms tend to go public when they are predominantly unprofitable and where there is considerably uncertainty and information asymmetry regarding their future prospects.4The attainment of post-IPO profitability assumes significance since the IPO event does not provide the same level of legitimizing differentiation that it did in the past as sustained profitability is no longer a prerequisite to go public particularly in periods where the market is favorably inclined towards investments rather than demonstration of profitability (Stuartet al., 1999; Janey and Folta, 2006). During the Internet boom, investors readily accepted the mantra of “growth at all costs” and enthusiastically bid up the post-IPO offering prices to irrational levels (Lange et al., 2001). In fact, investor focus on the promise of growth rather than profitability resulted in Internet start-ups being viewed differently from typical new ventures in that they were able to marshal substantial resources virtually independent of performance benchmarks (Mudambi and Treichel, 2005).Since the Internet bubble burst in April 2000, venture capital funds dried up and many firms that had successful IPOs went bankrupt or faced severe liquidity problems (Chang, 2004). Consequently, investors' attention shifted from their previously singular focus on growth prospects to the question of profitability with their new mantrabeing “path-to- profitability.” As such, market participants focused on not just whe ther the IPO firm wouldbe able to achieve profitability but also “when” or “how soon.” IPO firms unable to credibly demonstrate a clear path-to-profitability were swiftly punished with steeply lower valuations and consequently faced significantly higher financing constraints. Since cash flow negative firms are not yet self sufficient and, therefore, dependent on external financing to continue to operate, the inability to raise additional capital results in a vicious cycle of events that can quickly lead to delisting and even bankruptcy.5 Therefore, the actual attainment of post-IPO profitability represents an important milestone in the evolution of an IPO firm providing it with legitimacy and signaling its ability to remain economically viable through the ups and downs associated with changing capital market conditions. The theoretical framework supporting our analysis draws from signaling and agency theories as they relate to IPO firms. In our study, signaling theory provides the theoretical basis to evaluate the signaling impact of factors such as management quality, third party certification, institutional investor demand, and pre-IPO valuation uncertainty on the path-to-profitability. Similarly, agency theory provides the theoretical foundations to allow us to examine the impact of governance structure and change in top management ownership at the time of going public on the probability of achieving the post-IPO profitability milestone. Our empirical analysis is based on the hazard analysis methodology to identify the determinants of the probability of becoming profitable as a function of time for a sample of 160 Internet IPOs issued during the period 1996–2000.Our study makes several contributions. First, we construct a theoretical framework based on agency and signaling theories to identify factors that may influence the path-to- profitability of IPO firms. Second, we provide empirical evidence on the economic viability of newly public firms (path-to-profitability and firm survival) in the Internet industry. Third, we add to the theoretical and empirical entrepreneurship literature that has focused on factors influencing the ability of entrepreneurial firms to achieve critical milestones during the transition from private to public ownership. While previous studies have focused on milestones during the private phase of firm development such as receipt of VC funding and successful completion of a public offering (Chang, 2004; Dimov and Shepherd, 2005; Beckman et al., 2007), our study extends this literature by focusing on post-IPOmilestones. Finally, extant empirical evidence indicates that the phenomenon of young, early stage firms belonging to relatively new industries being taken public amid a wave of investor optimism fueled by the promise of growth rather than profitability tends to repeat itself over time.6 However, profitability tends to remain elusive and takes much longer than anticipated which results in investor disillusionment and consequently high failure rate among firms in such sectors. 7 Therefore, our study is likely to provide useful lessons to investors when applying valuations to IPO firms when this phenomenon starts to repeat itself.This articles proceeds as follows. First, using agency and signaling theories, we develop our hypotheses. Second, we describe our sample selection procedures and present descriptive statistics. Third, we describe our research methods and present our results. Finally, we discuss our results and end the article with our concluding remarks.3. Theory and hypothesesSignaling models and agency theory have been extensively applied in the financial economics, management, and strategy literatures to analyze a wide range of economic phenomena that revolve around problems associated with information asymmetry, moral hazard, and adverse selection. Signaling theory in particular has been widely applied in the IPO market as a framework to analyze mechanisms that are potentially effective in resolving the adverse selection problem that arises as a result of information asymmetry between various market participants (Baron, 1982; Rock, 1986; Welch, 1989). In this study, signaling theory provides the framework to evaluate the impact of pre-IPO factors such as management quality, third party certification, and institutional investor demand on the path-to-profitability of Internet IPO firms.The IPO market provides a particularly fertile setting to explore the consequences of separation of ownership and control and potential remedies for the resulting agency problems since the interests of pre-IPO and post-IPO shareholders can diverge. In the context of the IPO market, agency and signaling effects are also related to the extent that insider actions such as increasing the percentage of the firm sold at the IPO, percentage of management stock holdings liquidated at the IPO, or percentage of VC holdings liquidated at the IPO can accentuate agency problems with outside investors and, as a consequence, signal poorperformance (Mudambi and Treichel, 2005). We, therefore, apply agency theory to evaluate the impact of board structure and the change in pre-to-post IPO ownership of top management on the path-to-profitability of Internet IPO firms.3.1. Governance structureIn the context of IPO firms, there are at least two different agency problems (Mudambi and Treichel, 2005). The first problem arises as a result of opportunistic behavior of agents to increase their share of the wealth at the expense of principals. The introduction of effective monitoring and control systems can help mitigate or eliminate this type of behavior and its negative impact on post-issue performance. The extant corporate governance literature has argued that the effectiveness of monitoring and control functions depends to a large extent on the composition of the board of directors. We, therefore, examine the relationship between board composition and the likelihood and timing of post-IPO profitability.The second type of agency problem that arises in the IPO market is due to uncertainty regarding whether insiders seek to use the IPO as an exit mechanism to cash out or whether they use the IPO to raise capital to invest in positive NPV projects. The extent of insider selling their shares at the time of the IPO can provide an effective signal regarding which of the above two motivations is the likely reason for the IPO. We, therefore, examine the impact of the change in ownership of officers and directors around the IPO on the likelihood and timing of attaining post-issue profitability.3.2. Management qualityAn extensive body of research has examined the impact of to management team (TMT) characteristics on firm outcomes for established firms as well as for new ventures by drawing from human capital and demography theories. For instance, researchers drawing from human capital theories study the impact of characteristics such as type and amount of experience of TMTs on performance (Cooper et al., 1994; Gimeno et al., 1997; Burton et al., 2002; Baum and Silverman, 2004). Additionally, Beckman et al. (2007) argue that demographic arguments are distinct from human capital arguments in that they examine team composition and diversity in addition to experience. The authors consequently examine the impact of characteristics such as background affiliation, composition, and turnover of TMT members on thelikelihood of firms completing an IPO. Overall, researchers have generally found evidence to support arguments that human capital and demographic characteristics of TMT members influence firm outcomes.Drawing from signaling theory, we argue that the quality of the TMT of IPO firms can serve as a signal of the ability of a firm to attain post-IPO profitability. Since management quality is costly to acquire, signaling theory implies that by hiring higher quality management, high value firms can signal their superior prospects and separate themselves from low value firms with less capable managers. The beneficial impact of management quality in the IPO market includes the ability to attract more prestigious investment bankers, generate stronger institutional investor demand, raise capital more effectively, lower underwriting expenses, attract stronger analyst following, make better investment and financing decisions, and consequently influence the short and long-run post-IPO operating and stock performance(Chemmanur and Paeglis, 2005). Thus, agency theory, in turn, would argue that higher quality management is more likely to earn their marginal productivity of labor and thus have a lower incentive to shirk, thereby also leading to more favorable post-IPO outcomes.8We focus our analyses on the signaling impact of CEO and CFO quality on post-IPO performance. We focus on these two members of the TMT of IPO firms since they are particularly influential in establishing beneficial networks, providing legitimacy to the organization, and are instrumental in designing, communicating, and implementing the various strategic choices and standard operating procedures that are likely to influence post- IPO performance.3.3. Third party certificationThe extant literature has widely recognized the potential for third party certification as a solution to the information asymmetry problem in the IPO market (Beatty, 1989; Carter and Manaster, 1990; Megginson and Weiss, 1991; Jain and Kini, 1995, 1999b; Zimmerman and Zeitz, 2002). The theoretical basis for third party certification is drawn from the signaling models which argue that intermediaries such as investment bankers, venture capitalists, and auditors have the ability to mitigate the problem of information asymmetry by virtue of their reputation capital (Booth and Smith, 1986; Megginson and Weiss, 1991; Jain and Kini,1995, Carter et al., 1998). In addition to certification at the IPO, intermediaries, through their continued involvement,monitoring, and advising role have the ability to enhance performance after the IPO. In the discussion below, we focus on the signaling impact of venture capitalists involvement and investment bank prestige on post-IPO outcomes3.4. Institutional investor demandPrior to marketing the issue to investors, the issuing firm and their investment bankers are required to file an estimated price range in the registration statement. The final pricing of the IPO firm is typically done on the day before the IPO based upon the perceived demand from potential investors. Further, the final offer price is determined after investment bankers ave conducted road shows and obtained indications of interest from institutional investors. Therefore, the initial price range relative to the final IPO offer price is a measure of institutional investor uncertainty regarding the value of the firm. Since institutional investors typically conduct sophisticated valuation analyses prior to providing their indications of demand, divergence of opinion on valuation amongst them is a reflection of the risk and uncertainty associated with the prospects of the IPO firm during the post-IPO phase. Consistent with this view, Houge et al. (2001) find empirical evidence to indicate that greater divergence of opinion and investor uncertainty about an IPO can generate short- run overvaluation and long-run underperformance. Therefore, higher divergence of opinion among institutional investors is likely to be negatively related to the probability of post-IPO profitability and positively related to time-to-profitability.A related issue is the extent of pre-market demand by institutional investors for allocation of shares in the IPO firm. Higher pre-issue demand represents a favorable consensus of sophisticated institutional investors regarding the prospects of the issuing firm. Institutional investor consensus as well as their higher holdings in the post-IPO firm is likely to be an informative signal regarding the post-IPO prospects of the firm.4. Sample description and variable measurementOur initial sample of 325 Internet IPOs over the period January 1996 to February 2000 was obtained from the Morgan Stanley Dean Witter Internet Research Report dated February 17,2000. The unavailability of IPO offering prospectuses and exclusion of foreign firms reduces the sample size to 205 firms. Further, to be included in our sample, we require that financial and accountinginformation for sample firms is available on the Center for Research in Security Prices (CRSP) and Compustat files and IPO offering related information is accessible from the Securities Data Corporation's (SDC) Global New Issues database. As a result of these additional data requirements, our final sample consists of 160 Internet IPO firms. Information on corporate governance variables (ownership, board composition, past experience of the CEO and CFO), and number of risk factors is collected from the offering prospectuses.Our final sample of Internet IPO firms has the following attributes. The mean offer price for our sample of IPO firms is $16.12. The average firm in our sample raised $99.48 million. The gross underwriting fee spread is around seven percent. About 79% of the firms in our sample had venture capital backing. Both the mean and median returns on assets for firms in our sample at the time of going public are significantly negative. For example, the average operating return on assets for our sample of firms is − 56.3%. The average number of employees for the firms in our sample is 287. The average board size is 6.57 for our sample. In about 7.5% of our sample, the CEO and CFO came from the same firm. In addition, we find that 59 firms representing 37% of the sample attained profitability during the post-IPO period with the median time-to-profitability being three quarters from the IPO date.5. Discussion of results and concluding remarksThe development path of various emerging industries tend to be similar in that they are characterized by high firm founding rates, rapid growth rates, substantial investments in R&D and capital expenditures, potential for product/process breakthroughs, investor exuberance, huge demand for capital, large number of firms going public while relatively young, and a struggle for survival during the post-IPO phase as profitability and growth targets remain elusive and shifts in investor sentiment substantially raise financing constraints. Recently, the Internet has rapidly emerged as a vitally important industry that has fundamentally impacted the global economy with start-up firms in the industry attracting $108 billion of investment capital during the period 1995–2000。
在公司治理中的关联方交易【外文翻译】
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本科毕业论文(设计)外文翻译题目上市公司关联方交易相关问题的探讨专业会计学外文题目Related Party Transactions in Corporate Governance 外文出处Second University of Naples Ttaly外文作者Michele Pizzo原文:Related Party Transactions in Corporate GovernanceIntruductionUntil recent scandals related party transactions did not deserve indepth analyses; academic research mainly focused on different issues and limited attention was paid by regulators and overseers too. Accounting was mainly concerned with potentially biased financial figures; not being carried out at arm’s length, they m ight diverge from market prices.Meanwhile, in governance studies and codes topics such as board composition and independence, audit committee, directors’ remuneration, etc,largely prevailed. As a matter of fact, financial disclosure suited both accounting and governance studies because the information required was both a proxy of potential accounting bias a nd a tool for monitoring purposes .However, Enron’s, Adelphia’s and Parmalat’s2 crises shed light on the inherent risks, as related party transactions emerged as a powerful instrument of financial frauds, shareholders’ expropriation, etc.,turning the veil from the many relevant loopholes affecting existing requirements.Such a discovery has obliged regulators and standard setters to strengthen current rules and principles and/or introduce new bans and requirements.A clear shift towards better and more detailed disclosure and the implementation of monitoring procedures (i.e. board approval,independent directors’ involvement, external qualified opinions) can be easily observed (i.e. O.E.C.D. 2004) andconsidered an effective strategy (Djankov et al., 2005). Such a process is still on-going and its impact cannot yet be properly examined.Contemporarily, thanks to the substantial anecdotal evidence, provided also by former scandals, the suspicious attitude and the negative common perceptions, generally accompanying these operations, became more widely and profoundly accepted. Review of the literature and the regulatory framework does not provide a clear and definite picture, but it supports many shades of opinion and reveals both theoretical and operational open issues, deserving further and more detailed analysis.This paper carries out a critical survey of the literature on the issue .and attempts to examine the economic rationale behind related party transactions. In the last part the European state-of-the-art is reviewed in order to assess its thoroughness and consistency with the economic nature of related party transactions.Related party transactions as conflict of interestsThe topic has always been studied in the literature according to two different theories:a) conflict of interests;b) efficient transaction hypothesis.According to the former, related party transactions may imply moral hazard and may be carried out in the interest of directors in order to expropriate wealth from shareholders. By contrast, the latter considers these dealings as sound business exchanges fulfilling economic needs of the firm. Academic research consistent with the former approach has thrown light on the drawbacks associated with related party transactions:a)weakening corporate governance. Related party transactions may undermine non-executive directors functions, turning them into affiliated or “grey” directors, classified as non-independent outside (Denis and Sarin, 1999; Klein, 2002; Vicknair et al., 1993;Weisbach, 1988), closer to dependent directors. Furthermore, weaker corporate governance makes these transactions more likely to occur, while board independence and their lower probability are positively associated (Kohlbeck and Mayhew, 2004;Gordon et al., 2004);b) earning s management (i.e. “a purposeful intervention in the external financialreporting process, with the intent of obtaining some private gain”; Schipper, 1989). Directors have incentives to manage earnings to increase or legitimate their perquisites or to hide such wealth expropriation. Related party transactions may turn out to be a useful tool for managing earnings (Jian and Wong, 2008; Aharony et al., 2005), operating results and achieving ROE or other targets (i.e. avoiding delisting, new equity issue placement) (Jian and Wong, 2003; Ming and Wong, 2003);c) tunneling, i.e. wealth transfers out of a company for the benefit of shareholders with a controlling interest (Johnson et al., 2000). A company may pay a related party transaction above market prices or pay market prices for goods or services of inferior quality3. Such a phenomenon does not necessarily imply opportunistic behaviour,but may be due to an overconfident approach or biased judgement (for instance, overestimating one’s relatives, Ryngaert and Thomas, 2007).Transfer of assets and profits, although common in developed countries, becomes more relevant and frequent in emerging economies where external markets are inadequate or corporate governance rules are lacking and, presumably, less effective (Jian and Wong, 2004; Jiang et al, 2005);d) employment of relatives in family firms. A director can be appointed or promoted owing to his family influence over the company;e) misleading statement. Many studies provide evidence of their role in many financial crises (Swartz and Watkins, 2003; Mc Tague,2004) and in the achievement of specific aims (Erickson,2000).Moreover, apart from these cases, these transactions are generally regarded as less reliable than arm’s length ones.Because of these factors, related party transactions may be associated with abnormal stock returns (Cheung et al., 2006), firms’ poor performances (Chen and Chien, 2004) or lower value (Gordon et al., 2004;Jian and Wong, 2004).The previous circumstances support the idea that these transactions represent a conflict of interest (conflict of interest hypothesis) and that they are inconsistent with shareholder wealth maximization (Emshwiller,2003). To this extent, such a view encompasses agency issues and is consistent with an agency prospective (Berle and Means, 1932; Jensen and Meckling, 1976) where owners face moral hazard (lack ofeffort or misuse of company resources) and adverse selection by the CEO (misrepresentation of ability). Thus, risk sharing policies, monitoring, information systems are adopted and, in particular, mechanisms like CEO compensation and board structure are suggested. Once framed in such a context,related party transactions may imply the misuse of firm resources (moral hazard) and the misrepresentation of private information (adverse selection)too: their potential harm in eluding alignment mechanisms, like CEO compensation and board composition, is increasingly perceived.Moreover, the potential bias in financial statements, with a negative impact on their reliability and relevance, introduces further uncertainty and weakens the effectiveness of contracts aiming at reducing agency conflicts.In particular, according to agency theory (Fama, 1980; Fama and Jensen, 1983) an optimal board composition requires both executive members as well as external (non-executive) directors, thus monitoring becomes even more crucial when non-executive directors are involved (Gordon et al., 2004).Not surprisingly, these findings contributed in definitely shifting opinion in favour of the view that related party transactions represent conflict of interests, compromising directors’ independence and monitoring functions, potentially serving deceptive and fraudulent purposes. Indeed this idea, has always largely prevailed, but corporate collapses and, to some extent, literature provided ultimate evidence of possible abuses and, moreover, a difficult point to challenge.The risks of harm to company shareholders through self-interested decisions by directors, spoiling corporate wealth, are often stressed in business press and in regulators’ positions, thereby favouring widespread acceptance of the prevailingly negative meaning of the term.The ability to influence the counterpart even in contrast with its own interests, the departure from terms applied in relationships with third parties and, last but not least, the potential wealth transfers are often recalled by S.E.C. and F.A.S.B. (F.A.S.57).The following quotation from the 2008 CONSOB draft on related party transactions enlightens as to the cautions and adverse approach lying behind thesuggested changes: “In general, …, the existence of companies’ interest in carrying out related party transaction cannot be a priori excluded. In a few cases, they may be seen as efficient transactions …”. Their economic soundness is not, in principle, rejected, but is clearly limited to few cases, and even then the asymmetrical information among insiders and outsiders leads to stricter regulation.Indeed, definitions like “accounting minefields” (Sherman and Young, 2001) clearly express the general mood.Not surprisingly, growing concern for abuses, lack of information symmetry, negative influence on directors’ independence and integrity and weakening of monitoring functions is warranted among overseers and standard setters. In actual fact, newly introduced rules or principles,aimed at improving disclosure and implementing more effective monitoring procedures, represent a clear attempt to balance the above-mentioned risks and perceptions.Specifically, solutions enhancing conflict of interest provisions, such as:- monitoring procedures like board approval, independent directors involvement, audit committee evaluation, external independent opinion, assembly approval;- increasing disclosure concerning subjects, type of transactions,amount, terms and conditions, alignment with market conditions,etc. In fact, investors can analyse the possible expropriation and weight it in order to discount equity prices (Barth, 1994; Wilkins and Zimmer, 1983; Harris and Ohlson, 1987; Sami and Schwartz,1992);- ban on some operations i.e. employment-loans, prohibited by Sox in 2002.gain wide support and seem unavoidable measures to cope with the perceived risks.At the same time, the consistency of the above-mentioned measures with agency theory principles, that suggests monitoring, incentive alignment and control of managers to minimize the agency problems (Tosi,2008), can be easily perceived.However, costs of monitoring and of reporting complexity increase sharply because of the former measures and they add on the potential economic costs associated to related party transactions (due to wealth transfers, earnings management, etc.) as well as the associated opportunity costs (often widely neglected). The overall resulting negative impact on performance can be legitimately presumed and couldimproperly represent a cage for this sort of transaction, to which recourse may be limited.The efficient transaction hypothesisIn contrast with the previous approach, the efficient transaction hy-pothesis assumes that related party transactions represent sound business exchanges, efficiently fulfilling underlying economic needs of the firm.Therefore, they do not harm the interests of shareholders and emerge as an efficient contracting arrangement where incomplete information there is. Moreover, possible benefits may be:-contracting parties’ representatives appointed as board members facilitate the achievement of better coordination of the different activities, quicker feed back or more insights;-deeper reciprocal knowledge as well as greater familiarity can justify transactions that are not feasible at arm’s length or create more convenient terms and conditions for both parties;- hold up problem may be mitigated;-these transactions may also supplement CEO and director cash remuneration or compensate them for increased risk.The view of related party transactions representing internal dealings, alternative to contractual or market exchanges, able to reduce transactions costs and overcome difficulties impairing production is consistent with the transaction cost theory (Coase, 1937; Williamson, 1985) and support-ing evidence has been provided by many studies (Fan and Goyal, 2006).In particular, in institutional contexts without efficient capital, labour and product markets, like many developing economies, information and agency problems, as well as market imperfections, increase risks associ-ated to firm activity, while group structures and internal dealings may provide a better allocation of financial resources, economies of scale, easier access to finance, more opportunities, increased influence, etc..Therefore, internal capital markets may be created with beneficial effects for theentire group when external funds are scarce and uncertain (Khanna and Palepu, 1997); scale and scope of the groups permit difficulties impairing production in emerging countries to be overcome and make investment in these regions more likely and profitable (Fisman and Khanna, 2004); sharing technological skills and advertising, associated with available group financial resources, contributes to profitability, supplementing inefficient capital markets and reducing transaction costs (Chang and Hong, 2000; Moscariello, 2007).Nevertheless, evidence is not yet decisive (Khanna and Palepu, 2000) and the possibility of wealth transfers through internal dealings (Chang and Hong, 2000) is not excluded. Moreover, agency issues still play a role in shaping benefits and costs of group affiliation and related problems reduce the beneficial effects deriving internal markets (Claeessens and Fan, 2002; Claessens, et al., 2006).A different conceptual framework: some guidelinesBoth the above-mentioned theories are affected by inconsistencies or deficiencies and, in providing almost diametrically opposite interpretations, they are unable to cope with different kinds of possible cases.The conflict of interests theory seems probably more sensitive to social needs, such as minority protection and capital market fairness and efficiency. Not surprisingly, its solutions are coherent with the growing concern for these dealings and the political climate around the issue. It could be argued that, to some extent, this perspective offers a “political excuse” to legiti mate more binding, disclosure and monitoring requirements.However, this approach is weakened by significant drawbacks or loopholes, some of which are hereinafter briefly examined.Empirical evidence neither always nor consistently accomplishes the expected outcomes. As previously seen, the literature supports contradictory conclusions too and gradually reveals, instead of a black and white picture, a multicoloured portrait, introducing distinctions and warnings which call for specific treatment.Source:University of Naples Italy译文:在公司治理中的关联方交易介绍直到最近,关联方交易的丑闻还没有值得深入分析,学术研究主要侧重于不同问题的局限性引起了规管机构及监督员很大的注意力。
公司关联交易文献评述
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公司关联交易文献评述黄蓉;徐璐璐【摘要】目前,关联交易的治理已成为各国资本市场所面临的重要问题,国内外学者也对此进行了广泛的研究。
本文对国内外有关公司关联交易文献进行总结,从“支持”和“掏空”角度出发,探讨了关联交易对公司价值的影响,并指出我国公司关联交易现有研究的局限性以及可以进一步发展的领域,最后对公司关联交易监管提出建议。
%At present, the governance of related party transactions has become the important problems faced by countries in the capital market .Domestic and foreign scholars have also conducted extensive re-search .The literature of related party transactions at home and abroad is reviewed and summarized .From the perspectives of “tunneling”and“propping” , the influence of related party transactions on firm value is explored and the research limitations and study fields for further development pointed out .Finally , some suggestions are made on the regulation of related party transactions of the company .【期刊名称】《广东工业大学学报》【年(卷),期】2016(033)006【总页数】5页(P102-106)【关键词】关联交易;支持;掏空;公司价值【作者】黄蓉;徐璐璐【作者单位】广东工业大学管理学院,广东广州510520;广东工业大学管理学院,广东广州510520【正文语种】中文【中图分类】F832.5本文在对我国公司关联交易制度介绍的基础上,回顾相关理论,将国内外的关联交易对公司价值的影响进行归类评述,并指出我国公司关联交易现有研究的局限性并提出监管建议.为了规范上市公司有关关联交易信息的披露,杜绝关联方之间的虚假关联交易现象的频繁发生,1997年财政部发布了《企业会计准则——关联方关系及其交易的披露》,第一次对关联方进行了界定.此后,监管部门也修订和出台了相关会计准则以应对不断变化的恶意操纵关联交易的手段.2001年,财政部对《非货币性交易准则》和《债务重组准则》进行重新修订,以减少上市公司操纵利润的空间.如修改后的债务重组准则中债务人转让的非现金资产、债务转换的股权按账面价值计量,删去了主观性较强的公允价值并且债务重组收益不再确认为当期收益,而是作为资本公积处理.同年,财政部又发布了《关联方之间出售资产等有关会计处理问题暂行规定》,对明显有失公允的关联交易价格不得确认为当期利润.在对我国上市公司关联交易的研究问题上,我国学者依据财政部2006年颁布的《公司会计准则第36号——关联方披露(2006)》的规定对关联方进行界定:在公司财务和经营决策中,如果一方控制、共同控制另一方或对另一方施加重大影响,以及两方或两方以上同受一方控制、共同控制或重大影响的,构成关联方.我国新会计准则规定:关联交易指在关联方之间转移资源、劳务或义务的行为,而不论是否收取价款.在现行的会计准则中,关联方交易类型主要包括购买或销售商品、提供或接受劳务和担保等11种.在我国学者有关于公司关联交易的研究中,大部分学者并非对所有关联交易类型进行研究,而是根据关联交易的重要性或者频率,主要选取购买或销售商品、提供或接受劳务、提供资金等几个关联交易类型代替公司关联交易量.此外,在关联交易对象方面主要研究的是上市公司与控股股东间、兄弟公司间、母子公司间的有关关联交易.例如,Ying等[1]研究中国上市公司控股股东通过关联交易进行支持行为和财富转移行为.目前,学者主要围绕股东进行关联交易的目的即“支持”和“掏空”两方面从外部治理环境和内部治理机制展开讨论.关联交易可以为公司带来积极的作用.Coase[2]和Williamson[3]提出交易成本理论,他们认为一个公司的最优结构取决于制度环境.在新兴市场存在着市场失灵的现象,如信息不对称问题,单一企业对外成本很大,中介机构的缺乏使得新兴市场企业获得必要的投入,如金融、技术和管理人才是昂贵的.而多元化企业集团的形式则可以确保从内部机构中获得相较于外部市场成本更低的资源.Khanna等[4]指出企业集团可以利用内部资本市场弥补外部市场的不足.Friedman等[5]提出“支持”(Tunneling)理论.他们认为,在法治环境比较薄弱的国家,“支持”行为是维持公司运营的重要组成部分.虽然在法律系统薄弱的国家,掏空行为常有发生.但是,在某些特定的条件下(经济动荡或者金融危机),控股股东会存在支持行为,使用他们的私人资源以维持公司的正常运营,从而保障了中小股东的利益.总而言之,内部关联交易有利于优化公司内部资源,节约交易成本,弥补外部市场的缺陷,提升公司整体竞争力.控股股东可以对陷入财务困境的公司施以援手避免公司破产,从而有利于保护中小股东的利益.但是,也有学者持不同的意见,他们研究发现控股股东早期进行支持行为,比如向公司注入资金或资源是为了获得未来可能的掏空机会[1].“掏空”理论最早是由Johnson等[6]提出.他们将“掏空”定义为控股股东按照自己的利益将公司的资产和利润转移出去的情形,它强调关联交易带来的负面影响,控股股东为了自身利益通过关联交易侵害中小股东利益.掏空现象无论在发达国家还是在发展中国家资本市场中都是普遍存在的,大部分文章是从掏空观来讨论关联交易对公司价值的影响,借鉴了以下几个理论:(1)盈余管理理论.公司利用不对称的资本市场和不完备的会计监管制度,对公司会计盈余进行操纵.根据“理性经济人”假设,公司存在盈余管理的动机.Li等[7]发现,控股股东在兼并前进行收入提升的盈余管理为的是提高在股票交易中的回报,进行收入降低的盈余管理为的是降低股票购买的花费.学者一般采用修正的琼斯模型对公司盈余管理进行衡量.(2)Jensen等[8]提出代理理论.在企业代理理论中,企业被认为是利益相关主体间一组契约的联结.由于信息不对称、契约不完备等因素的存在,这些利益相关者往往存在利益冲突.在集中的所有权结构中,由于大股东在公司有更大的收益要求权,并且相对集中的控制权也保证了大股东能够对公司决策行为施加足够的影响力,因此控股股东就会与中小股东之间存在利益冲突.此时,控股股东可能存在“隧道挖掘”行为,通过购销交易、担保等关联交易拖欠资金、窃取公司投资机会等.此外,由于公司规模不断扩大,所有权和经营权的分离,产生了股东与经理之间的代理问题.公司的经理在进行经营决策时主要考虑的是如何实现自己的利益,而不是如何按照股东的委托要求行事,公司内部高级管理人员等很有可能基于报酬的激励进行不当关联交易.(3)寻租理论.寻租理论主要是基于这样一种观点,在公司日常的管理中,大股东代替小股东行使监督公司的职责,保证公司的良好运行.而作为代价,小股东需接受大股东的掠夺.如果大股东花费大量人力、财力等去履行监督职责,那么他们所要求获得的相应报酬也就越高,掠夺小股东的动机也越强.对于公司关联交易行为研究方法主要有:(1) 事件分析法.一般通过计算短期和中期的累计超额收益率来研究自公告日起关联交易的价值效应,通过正、负市场反应看出投资者对于公司宣布关联交易公告的态度.主要做法是选定窗口期,确定所研究上市公司的日收益率(日收盘价)和以市场指数计算的市场收益率,以此建立上市公司日收益率和市场日收益率的回归模型.(2) 回归分析法.从内外部治理机制、股权分置和“一股独大”等角度通过建立相应回归模型对上市公司关联交易行为进行分析.首先,在内外部治理机制的衡量上,主要选取独立董事的独立性、董事两职兼任情况、董事会规模、审计委员会是否存在、是否由四大会计师事务所审计等指标进行衡量.其次,我国资本市场的特殊性在于我国大部分上市公司由国有企业改制而成,导致我国上市公司中的非流通股股东具有政治、经济等多重目标,因而有更强的寻租动机.主要选取是否为国有控股、前五大或者十大股东的持股比例的平方和等指标考察股东之间的制衡情况.最后,我国上市公司中普遍存在一股独大的现象,在以往研究中主要选取大股东持股比例、大股东控制权与现金流权比例等指标. 本文主要围绕“效益观”和“掏空观”两个观点展开讨论关联交易是否有助于提升公司的价值.关联交易能提升公司价值,是关联公司双方通过内部市场交易从而降低了各自的交易费用,进而实现共同利益的最大化.外部市场的信息不对称、法制不完善等外部因素催生了内部市场交易行为.邵毅平等[9]指出,内部资本市场中公司公允的关联交易行为能提升公司价值,这种促进作用主要来自公允的内部市场关联交易.Gopalan等[10]调查印度公司集团的内部资本市场运作情况发现,通过贷款在公司集团上转移资金,通常用于支持经济实力较弱的公司.Pozzoli等[11]强调对公司强化内外部监管都可以使得关联交易对公司绩效有正的影响或者说使得关联交易如同正常的交易方式,其支持或掏空行为表现不明显,这一现象主要存在于资本市场完善的国家.此外,当同一集团下不同公司的所得税税率存在差异时就会基于避税的需要,就会存在关联交易的动机.Klassen等[12]实证研究发现,跨国公司会通过关联交易将利润转移到税率低的国家.黄蓉等[13]认为,母子公司税差越大越有可能进行关联交易,并且基于避税动机的关联交易行为会增加公司价值.“掏空观”强调的是控股股东与外部股东,尤其是与中小股东利益不完全一致时,控股股东有能力和有动机侵占中小股东的利益.相较于分散的股权而言,股权集中的公司更倾向于进行掏空的关联交易.李增泉等[14]证实了这一观点,并且还指出国有公司控制的上市公司的控股股东占用的资金高于非国有公司控制的上市公司.Lin[15]在文章中探讨了台湾家族上市公司控股股东隧道挖掘行为.上市公司中董事会成员都是创始家族成员或高级管理人员,家庭成员参与对公司的管理,使得股东、经理存在操纵信息的情况,这就导致了在很多公司中独立董事的职位形同虚设.并且,独立董事有可能已经意识到相关各方的灰色区域,但是选择忽视;此外,如果控股股东的控制权超过现金流量权,控股股东的利益与中小股东的利益相偏离,就会存在中小股东利益被侵占的危险.Daie等[16]探讨了马来西亚关联交易与盈余管理的关系,关联交易的存在为股东提供了侵占中小股东权益的机会,盈余管理用来掩盖侵占行为.良好的治理行为如董事会的独立性、审计质量可以缓解关联交易的消极影响.有时候,控股股东并不是一味地进行掏空行为,在一定的情形下也会产生支持行为.Friedman等[5]认为,控股股东不仅会进行掏空行为,还可能会进行支持行为.佟岩等[17]发现当控股股东持股比例较低时,倾向于通过关联交易获取私人收益,而当持股比例超过一定比例后,更倾向于通过提升公司价值来获得自身收益.Peng 等[18]在中国上市公司中检验,发现支持和掏空行为在同一家公司的不同时点发生.当公司股票面临退市或者是限制发行新股冲击时,股东会采取支持行为,暂时将资源转移到公司以减少动荡带来的风险,当冲击较小或者不存在时,控股股东将采取掏空行为.此外,金字塔控股结构对公司价值存在双向影响.一方面,所有权与控制权的分离导致代理问题严重从而损害了公司价值;另一方面,在新兴经济体中金字塔控股结构内部关联交易在某种程度上来说是对不完善外部资本市场的替代和弥补[19-20].在目前的研究中一般都是假定公司所有关联交易都被真实地反映在公告和财务报表上.事实上,还有可能存在一部分公司为了某种目的而有意隐瞒关联交易或者是将关联交易非关联化,这些在以后的研究中值得注意.此外,在前人的研究中将上市公司划分为国有控股公司和非国有控股公司对关联交易行为进行讨论,但是其他类型公司,比如说家族公司关联交易的研究很少涉及.董事会成员由家族成员控制并且参与公司经营,更容易存在操纵信息的可能,使得董事会形同虚设,失去原有的监督作用.在研究视角上,我国大多数学者仅限于研究中国大陆的上市公司关联交易行为,未来可以更多地采用对比的方法找出我国关联交易存在的问题.如,通过内部对比,将中国大陆与香港地区结合在一起研究.中国大陆与香港地区有着不一样的法律体系,随着日益紧密的联系,可以研究上市公司如何进行资产或者税收的转移从而达到上市公司获利的目的.再比如,通过外部对比,将中国与相似经济发展状况的国家进行对比,例如印度.中国和印度在经济方面有着极为相似的地方,印度也曾是国有企业占据了金融的主导地位,但二十世纪九十年代印度进行了市场化改革,加强对资本市场的监管,建立了多层次资本市场体系,通过数据上的对比找出我国存在的不足.在监管日益强化的背景下,关联交易依然是上市公司及其控股股东偏好的交易方式.这是由于我国部分改制上市这一模式、上市公司股权结构的特殊构成等原因,不少上市公司无法独立经营,与大股东的关联交易依然盛行.那么,监管部门的监督措施能否抑制不良关联交易行为呢?当前,监管部门所面临的难点之一就是对于每一笔公司关联交易真实意图如何进行正确识别.近年来,我国证监会、财政部等监管机构出台了一系列规范上市公司关联交易行为的政策法规,其涵盖的监管措施主要集中于名称界定、信息披露、违规措施、限制关联交易价格和数量、完善公司治理机制等.这些措施在一定程度上抑制控股股东的掏空行为.我们从已有研究中可以发现,控股股东产生侵占行为主要与信息披露的不透明、公司治理机制的不完善有关,应该重点强化这两方面的监管.公司对于关联交易的披露主要通过公告和年报两种方式进行披露.我国规定对重大关联交易除了在年报和附注中有所披露外,还要在做出决议的两个工作日内向社会公众公告.重大关联交易指的是发行人与关联方达成的关联交易总额高于人民币3 000万元或高于最近经审计净资产值的5%的关联交易.其他非重大的关联交易则通过年报和附注进行披露,有一定的滞后性.研究发现,公司披露关联交易市场公告效应为负,投资者并不认同公司关联交易行为.为了避免股价受到波动等因素的影响,上市公司股东可能存在将与同一关联交易方同一类型的交易行为划分为多次进行的行为,以避开需要公告的规定要求.为了实现披露及时性,监管部门也应强化非重大关联交易披露管理.另外,为了防止公司有意隐瞒关联交易行为以及关联交易非关联化,笔者认为可以通过修改关联方认定标准、扩大关联方披露范围等多种方法来强化公司的关联交易信息的披露.对公司进行规范治理,仅依靠外部监督是不够的,规范关联交易行为更需要依靠公司内部监督的力量.掏空行为有损中小股东的利益,如何防范大股东的掏空行为,成为了当前公司治理的重点.我国上市公司普遍存在股权过于集中的问题,“一股独大”的现象使得大股东为实现自身利益而随意操纵上市公司,损害了中小股东的利益和市场的公平公正.公司应该完善公司治理机制,形成多个股东相互制衡的局面,充分发挥董事的监督作用,制约大股东的侵害动机.在完善公司治理机制的过程中,也应该注重发挥独立董事的监督职能.在实际中,仍存在一些上市公司未达到有关独立董事人数占董事会人数比例要超过三分之一的要求.独立董事设立的初衷是为了防止控股股东及管理层的内部控制损害公司整体利益,通过建立独立董事制度对控股股东和管理层的行为进行监督和规范.虽然现已公布的有关关联交易的管理办法中都会强调独立董事需考虑关联交易对非关联股东的影响并发表独立意见,但是近些年来,“退休官员独董”现象频繁上演,独董这一职位变成了摆设,独董的不作为甚至完全偏向于上市公司,使得中小投资者的切身利益并没有得到合理的保障.在这样的情形下,独董的专业性、独立性、尽职尽责使命等都没有得到真正的发挥.因此,规范和强化独立董事的监督职能十分重要.SHAO Y P, YU F F.Internal capital markets,related party transactions and firm value—empirical analysis based on Chinese listed companies[J]. 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THE PROFIT AND ITS MANIPULATIONMasca EmaUniversitatea “Petru Maior”, Tg. Mures, bld. 1 Decembrie 1918, nr. 13/10, 0265266237, E-mail:*******************In the light of recent corporate scandals, accounting today as an objective way of presenting economic reality is suffering from a real crisis of confidence. Central to the Anglo-Saxon system of corporate governance, it has been pushed into the public spotlight, where its impartiality and objectivity is being questioned.Keywords: profit, manipulation, managementThe Positive Accounting Theory and profit manipulationEven though most of the scandals have taken place in the United States, the crisis of confidence has had an impact far beyond U.S. borders, as the Anglo-Saxon system of governance is spreading throughout continental Europe and particularly in France.In order to contain the crisis, the United States and France are committed to institutional and legal reform. Moreover, those identified as having perpetrated such manipulation, essentially auditors and financial directors, have been legally sanctioned. We should nonetheless question whether these legal and legislative measures will be sufficient to restore long-term confidence in the system. Bernard Collase is as king himself if shouldn’t the social dimension of the issue be taken into account? Isn’t it necessary first to understand the reasons behind profit manipulation and how it functions before changing legislation?Tenants of Positive Accounting Theory have represented the mainstream of accounting research since the early 80s. They see profit manipulation, which they euphemistically call “earnings management”, from an exclusively economic standpoint.How and why do management controllers take part in profit manipulation?That shareholder pressure leads management controllers to manipulate their firm’s profits. Going beyond individual responsibility, the organization imposed on a company by its shareholders with the aim of respecting criteria of Anglo-Saxon corporate governance is itself the cause of accounting manipulation at all levels.First, we will define the notion of “earnings management”, present a range of practices, and assess the role of management controllers in this phenomenon. We will observe that management controllers implement different methods for manipulating profit.Skill in profit manipulation enables management controllers to gain legitimacy in the eyes of managers working in a cultural context that is traditionally difficult for them. They soon become indispensable strategic allies playing the role of arbiter between the markets’ short-sightedness and the imperatives of operational management.Schipper proposes a representative academic definition of profit manipulation that she refers to as “earnings management”, similarly to the vast majority of literature on this subject. She defines profit manipulation as: “a purposeful intervention in the external financial reporting process, with the intent of obtaining some private gain”. Healy and Wal hen identify two main incentives for profit manipulation: contracts written in terms of accounting numbers; and capital market expectations and valuation.The first perspective is supported by the tenants of Positive Accounting Theory. They suggest that contracts between the firm and its stakeholders create incentives for earnings management. Precisely, they propose three hypotheses: the bonus plan hypothesis (directors who benefit from bonuses tied to profits are more prone to using accounting techniques that transfer future profits into the present); the debt/equity hypothesis (the more a company is in debt, the more it is in its interest to focus on present earnings because debt covenants, common in the United States, require certain levels of profitability); and the political cost hypothesis (the larger a company, the more it is in its interest to postpone its profits until a future accounting period to face any risk of burdensome legislation being implemented).The second perspective suggests that the goal of earnings manipulation is to be in line with the expectations of the financial markets. Dechow and Skinner underline that academics have mainly focused on contractual incentives, much more than on the influence of capital markets on earnings managemen t and that “this focus has been sustained by the assumption that markets are efficient”.Profit manipulation can take two forms: earnings management and falsification. Earnings management involves postponing the period affected by an operation by changing the measurement methods, speeding up a sale or delaying a purchase.Here, we can make out in the background earnings management as limited to manipulating accounting figures,rather than to profit manipulation that involves acting on real business situations. Falsification involves disclosing wrongful data. In this case, such actions may be considered criminal. However, the fine line between these two types of manipulation remains blurred.Several profit manipulation strategies can be applied: smoothing reduces the variance of earnings and therefore to reduce perceived risk; big bath accounting wipes the slate clean for a new appointed director; or quite simply opportunistic management, the phenomenon supported by tenants of Positive Accounting Theory.Some o f these techniques are the privilege of “headquarters” level, i.e. boardrooms deciding to manipulate corporate results so that consolidated accounts provide the “expected” figures. Other practices presented beloware also used at other levels in the organizations.Positive Accounting Theory researchers almost exclusively focus on top-management level profit manipulation.We deny the hypothesis according to which the director is alone in making accounting decisions. Internal contracting, most often covered in Positive Accounting Theory, deals with the compensation hypothesis. In this area, results from different studies are contradictory. Few studies in the context of Positive Accounting Theory look at internal earnings management. Smoothing could be destined to (1) external users of financial statements, such as investors and creditors, and (2) management itself. More specifically, as far as management is concerned, itshould be noted that the motivation to smooth income is not confined to top management. Lower management may attempt to smooth to look good to the top management. They may try to meet predetermined budgets, which in addition to serving as forecasts, also act as performance yardsticks. That most business unit managers manipulate the performance of their units.There are few empirical studies on internal profit manipulation. Pressure to reach net earnings or budgeted expenses encourages managers to move earnings from year to year by manipulating the accounts. That profit manipulation depends in large part on the forecasting process. In fact, at each level in the organization expectations may be established in one of three ways. Firstly, an independent estimate can be reached independently from any other in the organization. Secondly, an estimate can be reached by aggregating estimates made by lower levels in the organization. Thirdly, an estimate can be reached by disaggregating a higher level estimate. That one response to failure in reaching forecasts is creative book-keeping - there was evidence of a cross allocation of costs in order to protect units from external criticism and to protect reputation.The organization of such protection was an imaginative task for the accounting staff.Lastly, another factor which explains profit manipulation: the result of these case studies indicates that the interdependence of forecasts at different levels when forecasts have been made by disaggregating may encourage managers to take a series of defensive positions and make the information and reporting systems opaque. How much profit manipulation takes place does not only depend on how accounting is used to evaluate the performance of managers and their pay but also how forecasts are made that will be used as a baseline for such performance appraisal. Thus, the remuneration hypothesis put forward in the Positive Accounting Theory does not suffice to explain internal profit manipulation.The agency model in a French contextProfit manipulation performed by management controllers must be put in perspective. The Anglo-Saxon model of corporate governance is consistent with a specific cultural context, and lends factual data, and therefore accounts, a special status. Indeed, the American approach to collecting and handling factual data is intimately tied to the American way of life. Judicial or quasi-judicial procedures, which are held in high esteem, give fundamental value to material proof. The way data is collected and used reflects the American preference for accounts that everyone should render public. Accounting statements correspond perfectly to this way of thinking.The French distinguish two roles factual data is likely to play: enabling us to understand better how things work; and providing a means of assessing people. In the French system, confusing these two roles (which is perfectly legitimate in the United States) generates resistance. The controller’s sense of responsibility alone (meaning what he feels responsible for, and not what he needs to account for) makes him pay attention to information he receives. The French model hardly encourages us to judge each person on the basis of such data and is opposed to superiors demanding accounts that are too stringent. That subordinates may protect themselves from all hierarchical “interference” by surrounding their a ctivity in a shroud of opacity is not considered an illegitimate act.As a consequence, it is the legitimacy of accounts that lies at the heart of the debate in a French context. In general, accounts can be seen as perfectly legitimate by an individual, when they are only seen as signals enabling him to see clearly the direct and indirect consequences of hisactions, leaving him room to draw his own conclusions. Such an approach seems well adapted to the way one’s sense of duty is expressed in French societ y. It is expected that accounts would encourage stakeholders in their actions to take into account what a narrow-minded or short-term vision of their responsibilities would lead them to neglect.In the Anglo-Saxon model of governance, accounts are part of a conception, which completely opposes what would most likely be accepted in France. Designed as strictly financial instruments and short-term assessment criteria, they lose all legitimacy. Since factual data in France has no sacred value, changing or inventing it does not constitute a major transgression. From that point on, manipulating accounts seems to be an ethical practice, almost natural, an act so anchored in everyday values that individuals may not even be aware of it.The relevance of Positive Accounting TheoryPositive Accounting Theory, which studies accounting choices, has been overly interested in earnings management. Despite this attention, academic research has shown limited evidence of earnings management.We focus on two points: the methodology chosen, and the model of man.Theory positions itself in an objective perspective which consists in discerning earnings management from accounting documents, and checking the validity of economic hypotheses formulated on the behavior of managers regarding earnings management.Moreover, Positive Accounting Theory researchers examine large samples of firms to make general statements about earnings management. Dechow and Skinner argue that researchers “tend to use statistical definition of earnings manage ment that may not be very powerful in identifying earnings management”, and conclude that “the current research methodologies simply are not that good at identifying earnings management”.The study of accounting is a social science, an accounting theory that seeks to explain and predict accounting cannot divorce accounting research from the study of people. The contracting approach to studying accounting requires researchers to understand the incentives of contracting parties. The positive accounting literature explains why accounting is used and provides a framework for predicting accounting choices; choices are made in terms of individual objectives and the effects of accounting methods on the achievement of those objectives.Aren’t agency theoreticians victims of “scholastic fallacy” by portraying man as a rational calculator in all situations? Whilst studying the social realm can only be achieved by considering that social agents don’t just do any old thing, that they are not mad, and that they don’t act without purpose, this doesn’t necessarily mean they are opportunists. We have sought to understand practices, to find the reasons that drive people to act as they do.We have noted that management controllers give reasons for manipulating profits that differ according to their position: a search for legitimacy or an ethical stance. We cannot therefore reduce this behaviour to the level of opportunism as put forward by Positive Accounting Theory. Trying to predict behavior without trying to understand it is an illusion. This way of modelling behavior therefore teaches us very little about what drives the behavior of accountingdecision-makers. Does the PositiveAccounting Theory acceptance and use by the scientific community necessarily imply its validity? Is this not simply the shadow of economic imperialism passing over the field of accounting research ?References:1. Colasse B. Auditer, une mission impossible? Sociétal 2003; No. 39, http://www.societal.fr2. Dechow P, Skinner DJ. “Earnings management: reco nciling the views of accounting academics,practitioners, and regulators”, “Accounting Horizons”, No. 14, 2000,3. Lambert, C. and Sponem, S., “Corporate governance and profit manipulation: a French field study”,“Critical Perspectives on Accounting”, No. 16, 2005,4. Ristea, M., Olimid, L., Calu, A., “Sisteme contabile comparate”, Corpul Contabililor AutorizatidinRomania, Bucuresti, 2006http://steconomice.uoradea.ro/anale/volume/2007/v2-finances-accounting-and-banks/95.pdf February 23,2012利润及其操纵摘要:最近的公司丑闻表明,会计作为现今一种体现经济事实的客观的方式,其正遭受到信任危机。