外文翻译--公司的股权结构、公司治理和资本结构决策——来自加纳的实证研究

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毕业论文(设计)外文文献翻译及原文

金融体制、融资约束与投资——来自OECD的实证分析R．SemenovDepartment of Economics，University of Nijmegen，Nijmegen（荷兰内梅亨大学，经济学院）这篇论文考查了OECD的11个国家中现金流量对企业投资的影响.我们发现不同国家之间投资对企业内部可获取资金的敏感性具有显著差异,并且银企之间具有明显的紧密关系的国家的敏感性比银企之间具有公平关系的国家的低.同时，我们发现融资约束与整体金融发展指标不存在关系.我们的结论与资本市场信息和激励问题对企业投资具有重要作用这种观点一致，并且紧密的银企关系会减少这些问题从而增加企业获取外部融资的渠道。

一、引言各个国家的企业在显著不同的金融体制下运行。

金融发展水平的差别(例如，相对GDP的信用额度和相对GDP的相应股票市场的资本化程度），在所有者和管理者关系、企业和债权人的模式中，企业控制的市场活动水平可以很好地被记录.在完美资本市场,对于具有正的净现值投资机会的企业将一直获得资金。

然而，经济理论表明市场摩擦，诸如信息不对称和激励问题会使获得外部资本更加昂贵，并且具有盈利投资机会的企业不一定能够获取所需资本.这表明融资要素，例如内部产生资金数量、新债务和权益的可得性，共同决定了企业的投资决策.现今已经有大量考查外部资金可得性对投资决策的影响的实证资料（可参考，例如Fazzari（1998）、 Hoshi(1991)、 Chapman（1996）、Samuel(1998））.大多数研究结果表明金融变量例如现金流量有助于解释企业的投资水平。

这项研究结果解释表明企业投资受限于外部资金的可得性。

很多模型强调运行正常的金融中介和金融市场有助于改善信息不对称和交易成本，减缓不对称问题,从而促使储蓄资金投着长期和高回报的项目,并且提高资源的有效配置（参看Levine（1997)的评论文章）。

因而我们预期用于更加发达的金融体制的国家的企业将更容易获得外部融资.几位学者已经指出建立企业和金融中介机构可进一步缓解金融市场摩擦。

A Natural-resource based view of the firm

c Academy01Management Review1995.Vol.20.No.4.986-1014.A NATURAL-RESOURCE-BASED VIEW OFTHE FIRMSTUARTL.HARTUniversity of MichiganHistorically,management theory has ignored the constraints imposedby the biophysical(natural)environment.Building upon resource-based theory,this article attempts to flll this void by proposing anatural-resource-based view of the flrm-a theory of competitive ad-vantage based upon the firm's relationship to the natural environ-ment.It is composed of three interconnected strategies:pollution pre-vention,product stewardship,and sustainable development.Propositions are advanced for each of these strategies regarding keyresource requirements and their contributions to sustained competi-tive advantage.There has been an active debate among management scholars con-cerning the relative importance of internal firm capabilities(e.g.,Gal-braith&Kazanjian,1986;Peters&Waterman,1982;Prahalad&Hamel. 1990)versus environmental factors(e.g.,Hannan&Freeman,1977;Pfeffer &Salancik,1978;Porter,1980,1990)to sustained competitive advantage. Evidence suggests,however,that both internal and external factors are crucial to competitive success(Fiegenbaum,Hart,&Schendel.In press; Hansen&Wernerfelt,1989).In fact,many recent contributions attempt an integration of the internal and external perspectives under the banner of the"resource-based"view of the firm(e.g.,Barney,1991;Wernerfelt, 1984).Resource-based theory takes the perspective that valuable,costly-to-copy firm resources and capabilities provide the key sources of sus-tainable competitive advantage.Without question,the resource-based view has generated a produc-tive dialogue among previously isolated perspectives(Conner,1991). However,this theory(like its more limited internal and external prede-cessors)still contains one serious omission:It systematically ignores the constraints imposed by the biophysical(natural)environment(e.g., Brown,Kane,&Roodman,1994;Meadows,Meadows,&Randers.1992). Historically,management theory has used a narrow and parochial con-cept of environment that emphasizes political.economic,social.andThe author would like to thank Jane Dutton.Xavier Martin.Gautam Ahuja.Lynn Wooten.Susan Svoboda.Charles Hill.and the anonymous referees for their valuable com-ments and suggestions on earlier drafts of this article.The University of Michigan Business School provided support for the research.9861995Hart987 technological aspects to the virtual exclusion of the natural environment (Shrivastava,1994;Shrivastava&Hart,1992;Stead&Stead,1992).Given the growing magnitude of ecological problems,however,this omission has rendered existing theory inadequate as a basis for identifying impor-tant emerging sources of competitive advantage.The goal of this article is,therefore,to insert the natural environment into the resource-based view-to develop a natural-resource-based view of the firm.Accordingly,the first section of the paper reviews resource-based theory,highlighting the relationships among firm resources,capabilities, and sources of competitive advantage.Next,I discuss the driving forces behind the natural-resource-based view-the growing scale and scope of human activity and its potential for irreversible environmental damage on a global scale.The natural-resource-based view is then developed with the connection between the environmental challenge and firm re-sources operationalized through three interconnected strategic capabili-ties:pollution prevention,product stewardship,and sustainable devel-opment.Propositions are then developed connecting these strategies to key resource requirements and sustained competitive advantage.The article closes with suggestions for a future research agenda.THE RESOURCE-BASED VIEWResearchers in the field of strategic management have long under-stood that competitive advantage depends upon the match between dis-tinctive internal(organizational)capabilities and changing external(en-vironmental)circumstances(Andrews,1971;Chandler,1962;Hofer& Schendel,1978;Penrose,1959).However,it has only been during the past decade that a bona fide theory,known as the resource-based view of the firm,has emerged,articulating the relationships among firm resources, capabilities,and competitive advantage.Figure1provides a graphical summary of these relationships and some of the key authors associated with the core ideas.The concept of competitive advantage has been treated extensively in the management literature.Porter(1980,1985)thoroughly developed the concepts of cost leadership and differentiation relative to competitors as two important sources of competitive advantage:a low-cost position enables a firm to use aggressive pricing and high sales volume,whereas a differentiated product creates brand loyalty and positive reputation, facilitating premium pricing.Decisions concerning timing(e.g.,moving early versus late)and commitment level(e.g.,entering on a large scale versus more incrementally)also are crucial in securing competitive ad-vantage(Ghemawat,1986;Lieberman&Montgomery,1988).If a firm makes an early move or a large-scale move,it is sometimes possible to preempt competitors by setting new standards or gaining preferred ac-cess to critical raw materials,locations,production capacity,or custom-ers.Preemptive commitments thus enable firms to gain a strong focus and988Academy of Management Review OctoberFIGURE 1The Resource-Based View•Andrews (1971)•Hofer and Schendel (1978)•Prahalad &Hamel(1990)•Ulrich &Lake (1991)J ·Wernerfelt (1984)•Deirickx &Cool(1989)•Reed &DeFillippi(1990)•Barney(1991)J Competitive Advantage •Cost or differentiation •Preemption •Future position Capabilities •Technology •Production •Design •Distributio •Procurement •Service ResourcesBasic Requirements Key Characteristics•Valuable ~•Tacit (causally•Nonsubstitutable ambiguous)•Socially complex•Rare (firm specific)•Porter (1980.1985)•Ghemawat (1986)•Lieberman &Montgomery (1988)•Hamel &Prahalad(1994)•Polanyi (1962)•Rumelt (1984)•Teece (1987)•Itami (1987)dominate a particular niche.either through lower costs.differentiated products.or both (Ghemawat.1986;Porter.1980).Finally.Hamel and Pra-halad (1989.1994)have emphasized the importance of "competing for the future"as a neglected dimension of competitive advantage.According to this view.the firm must be concerned not only with profitability in the present and growth in the medium term.but also with its future position and source of competitive advantage.This view requires explicit strate-gizing about how the firm will compete when its current strategy config-uration is either copied or made obsolete.The connection between firms'capabilities and competitive advan-tage also has been well established in literature.Andrews (1971)ter.Hofer and Schendel (1978)and Snow and Hrebiniak (1980)noted the centrality of "distinctive competencies"to competitive success.More re-cently.Prahalad and Hamel (1990)and Ulrich and Lake (1991)reempha-sized the strategic importance of identifying.managing.and leveraging "core competencies"rather than focusing only on products and markets in business planning.The resource-based view takes this thinking one step further:It posits that competitive advantage can be sustained only if the capabilities creating the advantage are supported by resources that are not easily duplicated by competitors.In other words.firms'resources must raise "barriers to imitation"(Rumelt.1984).Thus.resources are the basic units of analysis and include physical and financial assets as well as employees'skills and organizational (social)processes.A firm's capabilities result from bundles of resources being brought to bear on1995Hart989 particular value-added tasks(e.g.,design for manufacturing,just-in-time production).Although the terminology has varied(Peteraf,1993),there appears to be general agreement in the management literature about the resource characteristics that contribute to a firm's sustained competitive advan-tage.At the most basic level,such resources must be valuable(Le.,rent producing)and nonsubstitutable(Barney,1991;Dierickx&Cool,1989).In other words,for a resource to have enduring value,it must contribute to a firm capability that has competitive significance and is not easily ac-complished through alternative means.Next,strategically important re-sources must be rare and/or specific to a given firm(Barney.1991;Reed& DeFillippi,1990).That is,they must not be widely distributed within an industry and/or must be closely identified with a given organization.mak-ing them difficult to transfer or trade(e.g..a brand image or an exclusive supply arrangement).Although physical and financial resources may produce a temporary advantage for a firm,they often can be readily acquired on factor markets by competitors or new entrants.Conversely,a unique path through history may enable a firm to obtain unusual and valuable resources that cannot be easily acquired by competitors(Bar-ney,1991).Finally,and perhaps most important,such resources must be diffi-cult to replicate because they are either tacit(causally ambiguous)or socially complex(Teece,1987;Winter.1987).Tacit resources are skill based and people intensive.Such resources are"invisible"assets based upon learning-by-doing that are accumulated through experience and refined by practice(Itami,1987;Polanyi,1962).Socially complex resources depend upon large numbers of people or teams engaged in coordinated action such that few individuals,if any,have sufficient breadth of knowl-edge to grasp the overall phenomenon(Barney,1991;Reed&DeFillippi, 1990).The strategic significance of firms'resources and capabilities has been heightened by recent observations that companies that are better able to understand,nurture.and leverage core competencies outperform those that are preoccupied with more conventional approaches to strate-gic business planning(Prahalad&Hamel,1990).However.a firm's com-mitment to the existing competency base also may make it difficult to acquire new resources or capabilities.Put another way,the resource-based view may lead to an organization that is like the proverbial"child with a hammer"-everything starts looking like a nail.Technological discontinuities or shifts in external circumstances may render existing competencies obsolete or,at a minimum,invite the rapid development of new resources(Tushman&Anderson,1986).Under such circumstances, core competencies might become"core rigidities"(Leonard-Barton.1992). In this article,I argue that one of the most important drivers of new resource and capability development for firms will be the constraints and challenges posed by the natural(biophysical)environment.990Academy of Management ReviewOctober THE CHALLENGE OF THE NATURAL ENVIRONMENTWhat defense has been to the world's leaders for the past40years,the environment will be for the next40.(The Economist,1990)The above quote summarizes the immensity of the challenge posed by the natural environment.Consider that since the end of World War II,•the human population has grown from about2billion to over5billion(Keyfitz,1989);•the global economy has grown over IS-fold(WorldBank,1992);•consumption of fossil fuels has increased by a factor of25(Brown,Kane&Hoodman,1994);a nd•industrial production has increased by a factor of40(Schmidheiny,1992).Unfortunately,the environmental impacts associated with this activ-ity also have multiplied.For example,air and water pollution,toxic emis-sions,chemical spills,and industrial accidents have created regional environmental and public health crises for thousands of communities around the world(Brown,Kane,&Roodman,1994;Shrivastava,1987).The composition of the atmosphere has been altered more in the past100 years-through fossil-fuel use,agricultural practices,and deforesta-tion-than in the previous18,000(Graedel&Crutzen,1989).Climate changes,which might produce both rising ocean levels and further de-sertification,could threaten the very fabric of human civilization as we know it(Schneider,1989).The world's18major fisheries already have reached or exceeded maximum sustained yield levels(Brown&Kane, 1994).If current consumption rates continue,all virgin tropical forests will be gone within50years,with a consequent loss of50percent or more of the world's species(Wilson,1989).Reduced quality of life in the devel-oped world,severe human health problems,and environmentally in-duced political upheaval in the developing world could all result(Homer-Dixon,BoutwelL&Rathjens,1993;Kaplan,1994).In short,the scale and scope of human activity have accelerated during the past40years to the point where they are now having impacts on a global scale.Consider,for example,that it took over10,000gener-ations for the human population to reach2billion,but only a single lifetime to grow from2to over5billion(Gore,1992).During the next40 years,the human population is expected to double again,to10billion, before leveling off sometime in the middle of the next century(Keyfitz, 1989).Even with world GNP currently at about$25trillion,it may be necessary to increase economic activity five-to tenfold just to provide basic amenities to this population(MacNeill,1989;Ruckelshaus,1989). This level of economic production probably will not be ecologically sus-tainable using existing technologies and production methods-a tenfold increase in resource use and waste generation would almost certainly1995Hart991 stress the earth's natural systems beyond recovery(Commoner,1992; Meadows,Meadows,&Randers,1992;Schmidheiny,1992).The next40years thus present an unprecedented challenge:either alter the nature of economic activity or risk irreversible damage to the planet's basic ecological systems.This portends nothing less than a"par-adigm shift"for the field of strategic management because it appears that few,if any,of our past economic and organizational practices can be continued for long into the future;they are simply not environmentally sustainable.Over the next decade,businesses will be challenged to cre-ate new concepts of strategy,and it seems likely that the basis for gaining competitive advantage in the coming years will be rooted increasingly in a set of emerging capabilities such as waste minimization,green product design,and technology cooperation in the developing world(Gladwin, 1992;Hart,1994;Kleiner,1991;Schmidheiny,1992).For the resource-based view to remain relevant,its creators must embrace and internalize the tremendous challenge created by the natural environment:Strategists and organizational theorists must begin to grasp how environmentally oriented resources and capabilities can yield sustainable sources of com-petitive advantage.A NATURAL-RESOURCE-BASED VIEW OF THE FIRMIn the future,it appears inevitable that businesses(markets)will be constrained by and dependent upon ecosystems(nature).1In other words, it is likely that strategy and competitive advantage in the coming years will be rooted in capabilities that facilitate environmentally sustainable economic activity-a natural-resource-based view of the firm.In this sec-tion,I introduce a conceptual framework composed of three intercon-nected strategies:pollution prevention,product stewardship,and sus-tainable development.The significant driving forces behind each of these are briefly discussed,and an introduction to the key resources and sources of competitive advantage associated with each strategy is given (Table1).Key resources and capabilities also affect the ability of the firm to sustain its competitive advantage.These theoretical linkages are de-veloped in much greater depth in the section titled"Theory Develop-ment."I In the long run.I argue that a natural-resource-based view is a physical(not a legal or regulatory)requirement.However.there may be temporary policy reversals that serve to slow this evolutionary path.For example,the current antiregulatory stance in the U.S. Congress suggests that domestIc firms and international firms operating in the United States may be under less direct environmental regulatory pressure.at least for the next few years.This anomaly,however.neither nullifies the drivers for greening in other parts of the developed world.nor does it slow the need for rethinking corporate behavior in developing markets.992Academy of Management ReviewTABLE1A Natural-Resource-Based View:Conceptual FrameworkOctoberStrategic Capability PollutionPrevention ProductStewardship SustainableDevelopmentEnvironmentalDriving ForceMinimize emissions.effluents.&wasteMinimize life-cycle cost ofproductsMinimize environmentalburden of firm growthand developmentKeyResourceContinuous improvementStakeholder integrationShared visionCompetitiveAdvantageLower costsPreempt competitorsFuture positionPollution PreventionDuring the past decade there has been tremendous pressure for firms to minimize or eliminate emissions,effluents,and waste from their oper-ations.In1986,for example,the Superfund Amendments and Reauthori-zation Act(SARA)was passed in the United States,requiring that com-panies publicly disclose their emission levels of some300toxic or hazardous chemicals through what has become known as the toxic re-lease inventory(TRI).Managers now understood the extent of their firms' impact on the environment and recognized that pollution stems from in-efficient use of material and human resources.Indeed,the first year that the TRI was used(1988)revealed that panies alone emitted10.4 billion pounds of toxic materials to the environment.This sobering real-ization caused management in the most affected industries-petro-chemicals,pulp and paper,automotive,and electronics-to fundamen-tally rethink its approach to pollution abatement.In fact,since the late 1980s,a focus on emissions reduction and pollution abatement has swept industrial operations worldwide(Smart,1992).Pollution abatement can be achieved through two primary means:(a) control:emissions and effluents are trapped,stored,treated,and dis-posed of using pollution-control equipment or(b)prevention:emissions and effluents are reduced,changed,or prevented through better house-keeping,material substitution,recycling,or process innovation(Cairn-cross,1991;Frosch&Gallopoulos,1989;Willig,1994).The latter approach reduces pollution during the manufacturing process while producing saleable goods.The former approach entails expensive,nonproductive pollution-control equipment.Pollution prevention thus appears analo-gous,in many respects,to total quality management(TQM);it requires extensive employee involvement and continuous improvement of emis-sions reduction,rather than reliance on expensive"end-of-pipe"pollu-tion-control technology(lmai,1986;Ishikawa&Lu,1985;Roome,1992).Through pollution prevention,companies can realize significant sav-ings,resulting in a cost advantage relative to competitors(Hart&Ahuja, 1994;Romm,1994).Indeed,pollution prevention may save not only the cost of installing and operating end-of-pipe pollution-control devices,but1995Hart993 it also may increase productivity and efficiency(Smart,1992;Schmid-heiny,1992).Less waste means better utilization of inputs,resulting in lower costs for raw materials and waste disposal(Young,1991).Pollution prevention also may reduce cycle times by simplifying or removing un-necessary steps in production operations(Hammer&Champy,1993;Stalk &Hout,1990).Furthermore,pollution prevention offers the potential to cut emissions well below required levels,reducing the firm's compliance and liability costs(Rooney,1993).Thus,a pollution-prevention strategy should facilitate lower costs,which,in turn,should result in enhanced cash flow and profitability for the firm.Indeed,pioneering programs like3M's Pol-lution Prevention Pays(3P)and Dow's Waste Reduction Always Pays (WRAP)have produced hundreds of millions of dollars in cost savings over the past decade(Smart,1992).At Dow,for example,it has been estimated that"end-of-pipe"pollution-control projects lose16%on every dollar invested.Conversely,the return on pollution-prevention projects has averaged better than60%for the past10years(Buzzelli,1994).Evidence also suggests that in the early stages of pollution preven-tion,there is a great deal of"low hanging fruit"-easy and inexpensive behavioral and material changes that result in large emission reductions relative to costs(Hart&Ahuja,1994;Rooney,1993).As the firm's environ-mental performance improves,however,further reductions in emissions become progressively more difficult,often requiring significant changes in processes or even entirely new production technology(Frosch&Gal-lopoulos,1989).For example,a pulp plant might make significant reduc-tions in emissions through better housekeeping,equipment maintenance, and incremental process improvement.Eventually,however,diminishing returns set in,and few significant additional reductions are possible without entirely new technology such as chlorine-free bleaching equip-ment to eliminate organochloride emissions.Thus,as the firm moves closer to"zero emissions,"reductions will become more capital intensive and may require broader changes in underlying product design and tech-nology(Walley&Whitehead,1994).Product StewardshipAs noted previously,pollution prevention focuses on new capability building in production and operations.However,activities at every step of the value chain-from raw material access,through production pro-cesses,to disposition of used products-have environmental impacts, and these will almost certainly need to be"internalized"in the future (Costanza,1991;Daly&Cobb,1989).Product stewardship thus entails integrating the"voice of environment,"that is,external(stakeholder)per-spectives,into product design and development processes(Allenby,1991; Fiksel,1993).Indeed,during the past decade,virtually every major industrialized country in the world(except the United States)has adopted a government-sponsored program for certifying products as environmentally responsi-994Academy of Management Review October ble(Abt Associates.1993).In the United States.several competing private initiatives rate products on environmental criteria.including organiza-tions such as Green Cross and Green Seal.A common feature of such programs is the use of some form of life-cycle analysis(LCA)(Davis,1993). LCA is used to assess the environmental burden created by a product system from"cradle to grave"(Keoleian&Menerey.1993).For a product to achieve low life-cycle environmental costs.designers need to(a)mini-mize the use of nonrenewable materials mined from the earth's crust,(b) avoid the use of toxic materials.and(c)use living(renewable)resources in accordance with their rate of replenishment(Robert.1995).Also,the product-in-use must have a low environmental impact and be easily com-posted.reused.or recycled at the end of its useful life(Kleiner,1991; Shrivastava&Hart.In press).Such life-cycle thinking is being pushed even a step further.In1990. for example.the German government proposed the first product"take-back"law(Management Institute for Environment and Business.1993). According to this law.for selected industries(e.g..automobiles),custom-ers were given the right to return spent products to the manufacturer at no charge.In turn.manufacturers would be prevented from disposing of these used or"junk"products.The specter of this law created a tremen-dous incentive for companies to learn to design products and packaging that could be easily composted.reused.or recycled in order to avoid what would become astronomical disposal costs and penalties.Similar initia-tives are now being considered by the European Union.Japan.and even the United States.It thus seems reasonable to conclude that firms in the developed markets will be driven increasingly to minimize the life-cycle environ-mental costs of their product systems.Through product stewardship. firms can(a)exit environmentally hazardous businesses,(b)redesign existing product systems to reduce liability.and(c)develop new products with lower life-cycle costs.The relative importance of these three activi-ties will vary according to the nature of the firm's existing product port-folio.Proctor and Gamble.for example.has dedicated much of its prod-uct-stewardship efforts toward altering its core detergent and cleaning products.which historically have been based on phosphates and sol-vents.Church and Dwight,however.whose core products are based on environmentally benign baking soda.has been able to orient its product stewardship efforts around new product development in both the con-sumer and industrial markets.For start-up firms.product stewardship can form the cornerstone for firm strategy.because there are no pre-existing commitments to products,facilities.or manufacturing processes.However.because the market for"green"products is seldom large or lucrative early on(Roper.1992).competitive advantage might best be secured initially through competitive preemption(Ghemawat.1986;Lie-berman&Montgomery.1988).This advantage can be achieved through two primary means:(a)by gaining preferred or exclusive access to1995Hart995 important,but limited resources(e.g.,raw materials,locations,produc-tive capacity,or customers)or(b)by establishing rules,regulations,or standards that are uniquely tailored to the firm's capability.Preferred access has provided the backbone for many successful com-petitive strategies(e.g.,Wal-Mart's location-based preemption of rural markets for discount stores,Dupont's capacity-based preemption of the world titanium dioxide business).Several recent start-up ventures have used preferred access as a basis for product-stewardship strategies.For example,"Reclaim"is a start-up company whose proprietary product-cold-patch paving material for road repair-is made from recycled as-phalt shingles.Although this product is patented and is highly functional at a reasonable cost,a key to the company's product-stewardship strategy was its ability to gain preferred access to the raw material(asphalt shin-gles from abandoned buildings).2The second means for competitive preemption-raising barriers through the setting of rules,regulations,or standards-also has provided the basis for many successful competitive strategies(e.g.,Matsushita's VHS strategy in video cassette recorders).BMW's product-stewardship strategy in automobile recycling offers a good example of preemption, both through preferred access and standard setting.In1990,BMW initi-ated a"design-for-disassembly"process in Germany that it hoped would preempt the proposed government"take-back"policy described previ-ously.By acting as the first mover,it was able to capture the few sophis-ticated German dismantler firms as part of an exclusive recycling infra-structure,thereby gaining a cost advantage over competitors who were left to fight over smaller,unlicensed operations or devote precious capital to building their own dismantling infrastructure.This move enabled BMW to build an early reputation by taking back and recycling its products that were already on the.road as a precursor to the introduction of its new line of design-for-environment(DfE)automobiles.Once the company had de-veloped and demonstrated the take-back infrastructure through its exclu-sive BMW dismantlers and disassemblers,executives succeeded in es-tablishing the BMW approach as the German national standard.This move required other car companies to follow BMW's lead,but at substan-tially higher costs.Market research suggests there is a vast amount of unclaimed repu-tation"space"with respect to corporate environmental performance.A2Reclaim chose the New York/NewJersey region as its supply source,given the exten-sive building demolition and high landfill tipping fees in this area.Previously,scrap ma-terials from demolished buildings were hauled to the landfill,at substantial cost to the contractor.Reclaim negotiated with the contractors for these asphalt shingles.The company gained exclusive access to a virtually free raw material.and the contractors avoided steep tipping fees.Furthermore,extensive building demolition and high tipping fees did not exist in any other major metropolitan area in the United States,making Reclaim's preemptive strategy virtually impregnable.。

基于现金流量的公司价值分析外文原文精品

Free Cash Flow, Enterprise Value, and Investor CautionHarlan PlattCollege of Business AdministrationNortheastern UniversitySebahattin DemirkanSchool of ManagementSUNY Binghamton UniversityMarjorie PlattCollege of Business AdministrationNortheastern UniversityAbstract：By analyzing actual cash flows in comparison with enterprise values (market capitalization plus debt minus cash) we document that the market dramaticall undervalues firms. The findings suggest that the equity market appears to have an extraordinarily high discount rate which negates future earnings in the calculus of firm value. That is, the discount rate is so high that the vast majority of future cash flows are virtually ignored.Our research finds that stock prices do not reflect future corporate earnings. This finding contrasts with the well known statement in finance textbooks that “the value of a firm equals the present discounted value of future cash flows.” In fact, we find that enterprise values are substantially less than the present discounted value of future cash flows. A one-dollar increase in future cash flows produces only a 75 cent increase in a firm’s enterprise value.The implication of our work is clear: companies are worth far more than the market believes. This provides strong support to the idea behind the private equity industry. We realize that of late private equity firms have overpaid for acquisitions and may lose their entire investment during the current phase of deleveraging. Yet, if private equity firms acquire companies at reasonable prices using less debt, they are likely to create substantial value as a consequence of the fact that companies are so undervalued by the market relative to their cash flows.There are no previous research efforts following our methodological design based on actual cash flows. Rather, .prior research studies have focused on the relationship between forecasted cash flows (by market analysts) and enterprise value. Our approach focuses on a different question – the relationship between discounted future cash flows and the current market value as posited by financial theory.Keywords: Enterprise Value, Actual Cash Flow, Cash Flow, Valuation1.IntroductionThe common explanation provided in finance textbooks for the value of the firm is that it equals the present discounted value of future free cash flows (FCF). Few analysts or market observers disagree with this statement. Despite its universal acceptance, there are few studies of the basic FCF proposition and the theory that underlies the science of valuation. In this paper, we explore the question of whether the value of the firm is related to its future cash flows. Existent literature on this subject includes a few studies conceptually similar to ours and a large body of work on questions peripheral to the basic issue addressed in this paper. Those related works use the FCF valuation theory to address issues of market efficiency. Our work is directed at valuation and not the market efficiency question.Obviously actual future cash flows are unknown when analysts estimate value. Lacking actual future cash flow data, analysts create careful projections of annual cash flows for several years, usually less than 10, and then estimate cash flows in additional years with a terminal value. Public companies have value forecasts prepared for them by many unrelated individuals and organizations. Some forecasts are too optimistic while others are too pessimistic. Presumably optimistic forecasters are buyers of securities while pessimistic forecasters are sellers. A secu rity’s market price would then be the share value that clears the market of optimists and pessimists.The specific projections of all individual forecasters are unavailable. What is known, at a point in time, is the actual market capitalization and enterprise value (EV) that results from the interactions of these many forecasts. Some researchers have tested the relationship between the value of the firm and cash flow forecasts by obtaining a sample of analyst’s forecasts or forecasts from other published so urces. We instead substitute actual cash flows for forecasted cash flows. Our null hypothesis assumes that the market-clearing forecast of future free cash flows is correct for every company. In that case, actual cash flows can be substituted for cash flow forecasts. If the market clearing forecast is too optimistic (pessimistic) then the observed EV exceeds (is less than) the present discounted value of actual free cash flows. Our first empirical test examines how closely EV compare with the present discounted value of actual subsequent cash flows. Finding the theory to be less than complete, our second empirical exercise considers additional explanatory factors to explain EV. This portion of the paper tests whether the accepted FCF theory fully explains EVs.2.LITERATURE REVIEWThe earliest written discussion of the idea that the value of something is related to its future cash flows comes from Johan de Witt (1671); though the basic idea traces back to the early Greeks1. In modern times, the idea that corporate value is related to 1See Daniel Rubinstein, Great Moments in Financial Economics, Journal of Investment Management (Winter 2003).future dividends was first described by John Williams (1938)2. Durand (1957) observed what later became known as the Gordon growth model, that a dividend growing at a constant rate forever can be capitalized to estimate a firm’s va lue.The literature that tests the FCF theory examines a variety of valuation methods. All of these tests rely on forecasts of cash flows or earnings made contemporaneously with the valuation estimate. That is, starting in a given year, they compare actual EV against forecasts, made that year, for the same company. For example, Francis, Olsson, and Oswald (2000) compared three theoretical valuation models-- discounted dividends (DD), discounted FCF, and discounted abnormal earnings (AE)3– by analyzing Value Line annual forecasts for the period 1989 – 1993 for a sample of2,907 firm years that ranges between 554 and 607 firms per year. They found that the AE model had a 27% lower absolute prediction error than the FCF model and a 57% lower absolute prediction error than the DD model.Sougiannis and Yaekura (2001) also consider three multiperiod accounting based valuation methods: an earnings capitalization model (similar to FCF), residual income (a version of AE) without a terminal value, and residual income with a terminal value4. They put analyst’s earnings forecasts into the three theoretical models and find overall that they provide greater insight than merely relying on current earnings, book values or dividends. Their sample covered 36,532 firm years over the period 1981 – 1998 of which 22,705 consisted of one year forecasts, 9,420 of two year forecasts, 1,279 of three year forecasts, and 3,128 of four year forecasts. They found that the AE model with a terminal value most accurately predicted current equity values in 48% of cases, the FCF model was most accurate in 18% of cases, and the AE without a terminal value was most accurate in 13% of cases. Current income and book values provided the best forecasts for the remaining 21% of the sample.Liu, Nissim and Thomas (LNT) (2002) in an article similar to Sougiannis and Yaekura (2001) found that multiples based on analyst’s forward earnings projections (made in the same year) explain stock prices within 15% of their actual value while historical earnings, cash flow measures, book value, and sales were not nearly as insightful. LNT argue that multiples value future profits and risk better than present value forecasts. Their multiples are derived based on current earnings and stock prices.Gentry, Whitford, Sougiannis, and Aoki (2001) took a different theoretical and empirical approach comparing an accounting method which looked at the discounted value of future net income to a finance method that looked at the discounted value of FCFs to equity. Their analysis tested the closeness with which each model predicted capital gains. The sample included both US (1981 – 1998) and Japanese companies (1985– 1998). Each year had between 881 and 1034 US companies and 166 to 3652See, Aswath Damodaran, “Valuation Approaches and Metrics: A Survey of the Theory,” Stern School of Business Working Paper, November 2006. Damodaran notes that Ben Graham saw the connection between value and dividends but not with a discounted valuation model.3Abnormal earnings as discussed by Ohlson (1995) assume that the value of equity equals the sum ofbook value plus abnormal earnings.4They also report that a 4% constant growth rate provides the best terminal value, even better than onesbased on individual firm growth forecasts.Japanese companies. They found that the FCFs to equity method were not closely related to capital gains rates of return for either US or Japanese companies. In the US they found a strong relationship between cash flows associated with operations, interest, and financing (the accounting method) to capital gains; no similar relationship was found in Japan.Finally, Dontoh, Radhakrishnan, and Ronen (2007) compared the association between stock prices and accounting figures. They found that the association between stock prices and accounting numbers has been declining over time. They suggest that this may be due to increased noise in stock prices resulting from higher trading volume driven by non-information based trading.A further related literature examines the relationship between valuation and changes in dividends . These studies are concerned with market efficiency. Dividends are a straightforward concept: they are the payments made to equity holders by a company. Dividends may also be thought to include all cash payouts to equity including share repurchases, share liquidations, and cash dividends. Several studies have examined whether changes in dividends relate to changes in equity values; among these are Shiller (1981), LeRoy and Porter (1981), and Campbell and Shiller (1987). These tests generally find that stock market volatility can not be explained by subsequent changes in dividends. Larrain and Yogo (2008) take a slightly different look at equity volatility. Using a more aggregate sample they find that the majority of the change in asset prices (88%) is explained by cash flow growth while the remaining 12% is explained by changes in asset returns. They conclude that stock prices are not explained by dividend changes.The residual income method is conceptually more similar to FCF than to dividends. Residual income at its most basic equals the firm’s net income minus the cost of its capital. In the accounting literature, Ohlson’s (1991, 1995) formulation of a residual income model (RIM) is widely accepted and has been subjected to numerous tests. RIM begins with an accounting identity; namely that the change in book value equals the difference between net income and dividends. Ohlson then defines AE as the difference between net income and lagged book value. It is then a small step to observe that the present discounted value of expected future abnormal earnings plus the book value of equity equals stock price5. Jiang and Lee (2005) test both the RIM and the dividend discount model. Their test of equity volatility finds that RIM provides more and better information than dividends.3.METHODOLOGYUnlike previous studies, we rely on actual subsequent cash flows over a period of time rather than forecasts of cash flow made contemporaneously with EV. Previous researchers can be thought of as studying the consistency between contemporaneous EV determined in the market and forecasts of future cash flows. Our study does not have that focus. We instead are interested in the actual accuracy of market determined EVs. We compare EVs at a point in time to subsequent cash flows. The closer these values are the more accurate is the market in valuing companies based on their future 5See Jiang and Lee (2005), page 1466.cash flows.In order to estimate corporate value with FCFs, annual costs of capital must be estimated for each company. An alternative is to determine value using the capital cash flow (CCF) method. CCF yields the same present value as FCF6but only requires a single cost of capital estimate for each firm. This is the approach we follow.CCF is determined following Arzac (2005) as follows:CCF = net income + depreciation - capital expenditures –Δ working capital +Δ deferred taxes + net interestEstimated enterprise value (EEV) is calculated with the CCF estimates as follows:EEV =Σ(CCFi,j ) /(1+ kj )t TVj /(1+ kj )y , (i=1….y)where k is cost of capital, TV is terminal value, i is year, y is the final year with cash flow data and j represents firm. Terminal value is estimated according to the Gordon growth model. EEV estimates are compared with EV, the firm’s actual va lue as of the last trading day of the year. EV is calculated following Arzac (2005) as follows;EV = MarketCap + Debt −CashThe comparison between EV and EEV is a test of the accuracy of the market’s valuation process. Cases where EV exceeds (is less than) EEV are ones of overly optimistic (pessimistic) market valuation.4.DataWe begin with all firms with fiscal year end for which there is data for:• cash and short-term investments (data1),• total assets (data6),• current assets (data4),• current liabilities (data5),• short-term debt (data44),• long-term debt (data9),• notes payable (data206), and• deferred taxes (data74),• capital expenditures (data128)• sales (data12),• net income (data172)• depreciation (data14)• interest expense (data15)• interest income (data62)• common shares outstanding (data25),• year-end stock price (data199).This results in an initial sample of 131,518 firm-year observations. All firms are classified into their respective industries using historical SIC codes (data324).For each firm-year in the initial sample, we compute the following variables;EV = Market Cap (data199*data25) + Debt (data9 + data44 + data206)6See Arzac (2005) or Platt (2008).- Cash (data1)WC= Net current assets (data4 - data5) – cash (data1) + notes (data206)D= Long term (data9) + short term (data44 + data206)E= Share price (data199) * Number of shares (data25)(where EV is enterprise value, WC is working capital, D is debt, and E is equity) In addition we also compute lagged values for WC and deferred taxes (data74).Next, we obtain betas for firm-years from Compustat’s Research Insight. Betas are winsorized at the 1st and 99th percentiles to account for extreme outliers in the data.Interest rates based on the 10-year constant maturity series (I10YR) are obtain from the Federal Reserve Bank’s website. After merging with the interest rate data and the betas, the sample size reduces to 69,643 firm-year observations. The loss in observations is largely due to missing data on the betas or deletions due tonon-availability of lagged firm-year data.With the merged dataset, we compute the following variables, where LWC represents the lagged value of WC and Ldata74 is the lagged value for data74: CCF = net income (data172) + depreciation (data14) - capital expenditures(data128) + WC - LWC + deferred taxes (data74) - Ldata74 +interest paid (data15) –interest received (data62);βA = (1 / (1 + D/E))*βKU1 = I10YR + βA *ERP1KU2 = I10YR + βA *ERP2KU3 = I10YR + βA *ERP3;(where CCF is capital cash flow, βA is the asset beta, ERP is the equity risk premium, and KU1, KU2 and KU3 are estimates of the unlevered cost of capital for three different ERPs (ERP1 = 0.03;ERP2 = 0.05;ERP3 = 0.07)Results were essential identical regardless of the choice of ERP and so we report on those for ERP3. We then drop all observations with fiscal year greater than 2000 to allow a sufficient numbers of years of actual cash flow data to be in the dataset.From the summary files of the Institutional Brokers Estimate System (IBES) database, we extract median values of long-term growth in sales forecasts for all firms. The median value is based on all analyst estimates of long-term (5 to 10 years) growth forecasts made for each firm. Prior studies use this as a measure of the estimated growth rate for a firm’s cash flow. Many of the growth rate forecasts were extraordinarily large, and so we followed Sougiannis and Yaekura (2001) by using the growth rate in GDP instead of the IBES values.The final dataset consists of 27,027 firm-year observations with complete data on all variables of interest. Of this 2,820 firm-years are data for companies with five or more years of information. Firm’s whose last year of data had negative FCF were dropped from the sample since terminal value could not be calculated for them. This left us with 1,821 firms.Some companies in our sample have only five years of actual cash flow data; others have as many as 12 years of data. Recently it has been argued that the terminal value estimate dominates estimates of present value, see Platt and Demirkan (2008).To insure that EEV estimates are not unduly influenced by estimates of terminal value, EEV is calculated repeatedly for each company starting with using five years of data and then using more years,12 years, depending on how much data the company has available.5.CONCLUSIONWe began this paper saying that the most common explanation in finance textbooks for the value of the firm was that it equaled the present discounted value of future cash flows. Our results suggest that a better description for textbooks is that the value of the firm is related to but unequal to the present discounted value of future cash flows. In conjunction with Platt and Demirkan (2008) which finds that the TV is the principle part of EEV (i.e., approximately 92.3%) it would seem that the market values firms based on their near term (perhaps five years or fewer) subsequent cash flows. In fact, one dollar increase in future cash flows produces far less of an increase in a firm’s EV. Theoretically this conforms to a version of the Gordon (1962)two-stage growth model with a WACC based discount rate during the early period and a very high discount rate during the future period).Supporting evidence to our surprising finding appear in everyday stock market tables. For example, the following quote from of December 8, 2008 speaks precisely to our findings.“Cheapest Stocks Since 1995 Show Cash Exceeds Market(By Michael Tsang and Alexis Xydias)Dec. 8 (Bloomberg) –“Stocks have fallen so far that 2,267companies around the globe are offering profits to investors for free. That’s eight times as many as at t he end of the last bear market, when the shares rose 115 percent over the next year.Bank of New York Mellon Corp. in New York, Danieli SpA in Buttrio, Italy and Seoul-based Namyang Dairy Products Co. Hold more cash than the value of their stock and debt as the slowing world economy wiped out $32 trillion in capitalization this year.”The Bank of New York Mellon, for example, on that day had a market capitalization of $31.71 billion, debt of $35.83 billion, and cash of $75.50 billion. In this case, the market has an infinite discount rate on any and all cash flows.A possible explanation for our higher EEV estimate than actual EV is that our unlevered cost of capital (KU) estimate is too low and therefore associated with a too high TV estimate. However, we calculated three KU estimates, based on generally accepted equity risk premium (ERP) levels and then used the highest KU. It is true however, that there is a KU which equilibrates EV with our EEV.Another possible explanation is that forecasts relied upon the valuation process are inaccurate and that future cash flows far exceed what analysts had expected. We find this to be the least satisfactory explanation.REFERENCESArzac, Enrique, 2005, Valuation For Mergers, Buyouts, and Restructuring, John Wiley & Sons.Campbell, J., and Shiller, R., 1987, Cointegration and Tests of Present Value Models, Journal of Political Economy, 95(5):1062-88.Daines, R, 2001, Does Delaware law improve firm value?, Journal of Financial Economics, 62: 525-558Damodaran, A., 2006, Valuation Approaches and Metrics: A Survey of the Theory, Working Paper, Stern School of Business..Dontoh, A., Radhakrishnan, S., and Ronen, J., 2007, Is Stock Price a Good Measure for Assessing Value-Relevance of Earnings? An Empirical Test, Review of Managerial Science, 1(1):3-45.Fama Eugene F. and Kenneth R. French, 1992, The Cross- Section of Expected Stock Returns, The Journal of Finance,47: 427-465.Fama Eugene F. and Kenneth R. French., "Size and Book-to-Market Factors in Earnings and Returns", The Journal of Finance, 1995, No. 50. -pp. 131-155. Francis, J., Olsson, P., and Oswald, D, 2000, Comparing the Accuracy and Explainability of Dividend, Free Cash Flow, and Abnormal Earnings Equity Value Estimates, Journal of Accounting Research, 38(1).Gentry, J. Whitford, D., Sougiannis, T., and Aoki S., 2001, Do Accounting Earnings or Free Cash Flows Provide a Better Estimate of Capital Gain Rates of Return on Stocks?, Security Analysts Journal, 39(5):66-78.Hovakimian, A., T. Opler, and S. Titman, 2001, The debt-equity choice, Journal of Financial and Quantitative Analysis, 36(1):1–24.Larrain, B. and Yogo, M., 2008, Does firm value move too much to be justified by subsequent changes in cash flow, Journal of Financial Economics, 87(1):200-26. LeRoy, S. F. and Porter, R. D., 1981, The Present-Value Relation: Tests Based on Implied Variance Bounds, Econometrica, 49(3):555-574.20Jiang, X. and Lee B., 2005, An Empirical Test of the Accounting-Based Residual Income Model and the Traditional Dividend Discount Model, Journal of Business, 78(4):1465–1504.Larrain, B., Yogo, M., 2008. Does Firm Value Move Too Much to be Justified by Subsequent Changes in Cash Flow?, Journal of Financial Economics, 87 (1),200–226.Liu, J., Nissim, D., and Thomas, J., 2002, Equity Valuation using Multiples, Journal of Accounting Research, 40(1): 135- 172.Myers, S. C., 1977, Determinants of corporate borrowing, Journal of Financial Economics, 5:147-175.Ohlson, J., 1991, The theory of value and earnings, an introduction to the Ball-Brown analysis, Contemporary Accounting Research, 8:1-19.Ohlson, J., 1995, Earnings, book values, and dividends in security valuation, Contemporary Accounting Research, 11: 661-87.Polk, C., Thompson, S. and Vuolteenaho, T., 2006, Cross-sectional forecasts of the equity premium, Journal of Financial Economics, 1:101-141.Platt, H, 2008, Cash Flow Contradistinctions, Commercial Lending Review, 23 (2):19-24Platt, H. and Demirkan, S., 2008, Perilous Forecasts: Implications of Reliance onTerminal Value, Working Paper, Northeastern University.Shiller, R.J., 1981, Do stock prices move too much to be justified by subsequent movements in dividends?, American Economic Review,71 (3): 421-36. Sougiannis, T., and Yaekura, T.,2001, The Accuracy and Bias of Equity Values Inferred from Analysts Earnings Forecasts, The Journal of Accounting, Auditing, and Finance, 16(4):331–362.Rubinstein D.,2003, Great Moments in Financial Economics: II. Modigliani-Miller Theorem, Journal of Investment Management. 1(2).Tsang M. and Xydias A., 2008 Cheapest Stocks Since 1995 Show CashExceeds Market, , December 8, 2008.。

中国公司治理(外文期刊翻译)

中国公司治理：现代视角Corporate governance in China: A modern perspective Corporate governance in China: A modern perspective☆Fuxiu Jiang, Kenneth A. Kim ⁎School of Business, Renmin University of China, 59 Zhongguancun Street, Haidian District, Beijing, China 100872近年来，许多使用中国金融数据的学术论文发表在领先的学术期刊上。

这一增长这并不奇怪，因为中国是一个转型经济大国，正在从计划经济转向市场经济，现在已经成为世界第二大经济体。

简单地说，中国是有趣和重要的。

然而，一些研究中国的缺点。

首先，考虑到大多数现代金融理论都起源于西方，尤其是美国，因此有很多研究中国的论文使用西方理论和概念来解释他们的实证发现。

2 . However, while it may sometimes be从西方的角度来看待中国的实证结果是恰当的，但在其他时候则不然。

其次，许多报纸似乎都是如此误解(或没有意识到)重要的监管问题;法律、金融和制度环境;和业务中国的风俗习惯。

第三，许多研究中国的论文，即使是最近发表的，现在已经过时了。

的中国过去20年的经济增长是爆炸式的。

在这段时间里，发生了许多变化地方，包括许多监管的变化和引入新的规则，影响公司治理在中国。

鉴于这些不足之处，本文的主要目的有两个:(一)对公司治理现状进行概述(二)指出和探讨公司治理在很大程度上是中国所特有的特点在本期特刊中，我们将为大家提供一个更新的中国公司治理观。

因此,我们也重要的是在适当的地方描述这些论文。

本文的其余部分如下。

在第二部分，我们提供了重要的制度背景资料的中国并讨论了中国公司治理的制度和监管环境。

在第三节,我们提供并讨论与公司治理相关的重要变量的汇总统计。

1Strategic entrepreneurship_ entrepreneurial strategies for wealth creation

Strategic Management JournalStrat.Mgmt.J.,22:479–491(2001)DOI:10.1002/smj.196 GUEST EDITORS’INTRODUCTION TOTHE SPECIAL ISSUESTRATEGIC ENTREPRENEURSHIP: ENTREPRENEURIAL STRATEGIES FOR WEALTH CREATIONMICHAEL A.HITT1*,R.DUANE IRELAND2,S.MICHAEL CAMP3and DONALD L.SEXTON41College of Business,Arizona State University,Tempe,Arizona,U.S.A.2E.Clairborne Robins School of Business,University of Richmond,Richmond, Virginia,U.S.A.3Kauffman Center for Entrepreneurial Leadership,Kansas City,Missouri,U.S.A.4Sexton and Associates,Inc.,Summerville,South Carolina,U.S.A. Entrepreneurship involves identifying and exploiting entrepreneurial opportunities.However,to create the most value entrepreneurialﬁrms also need to act strategically.This calls for an integration of entrepreneurial and strategic thinking.We explore this strategic entrepreneurship in several important organizational domains to include external networks and alliances, resources and organizational learning,innovation and internationalization.The research in this special issue examines both traditional(e.g.,contingency theory,strategicﬁt)and new theory (e.g.,cultural entrepreneurship,business model drivers).The research also integrates,extends, and tests theory and research from entrepreneurship and strategic management in new ways such as creative destruction(discontinuities),resource-based view,organizational learning, network theory,transaction costs and institutional theory.The research presented herein provides a basis for future research on strategic entrepreneurship for wealth creation.Copyright©2001John Wiley&Sons,Ltd.The age of progress is over.It was born in the Renaissance,achieved its exuberant adolescence during the Enlightenment,reached a robust maturity in the industrial age,and died with the dawn of the twenty-ﬁrst century…We now stand on the threshold of a new age—the age of revolution…it is going to be an age of upheaval, of tumult,of fortunes made and unmade at head-snapping speed.For change has changed.No longer is it additive.No longer does it move in a straight line.In the twenty-ﬁrst century,change Key words:strategic entrepreneurship;wealth creation;networks;resources;innovation and internationalization *Correspondence to:Michael A.Hitt,College of Business, Arizona State University,PO Box874006,Tempe,AZ85287-4006,U.S.A.Copyright©2001John Wiley&Sons,Ltd.is discontinuous,abrupt,seditious.(Hamel,2000: 4–5).Uncertainty can be used to your beneﬁt if you create and employ an entrepreneurial mindset—a way of thinking about your business that captures the beneﬁts of uncertainty.(McGrath and Mac-Millan,2000:1).Change is constant in the new economy land-scape(Brown and Eisenhardt,1998).For example,the digital revolution is altering the fundamental ways companies conduct business to create wealth(Stopford,2001).Such signiﬁcant changes challenge the essence of the business modelﬁrms use to achieve various goals and as such,they are curvilinear and complex(Hitt, 2000).As implied in the quotes above,this change,largely driven by new technology and480M.A.Hitt et al.globalization,has created a competitive landscape with substantial uncertainty(Bettis and Hitt, 1995;Ireland and Hitt,1999).However,there are opportunities in uncertainty.Theﬁrm’s focus must be on identifying and exploiting these opportunities(Shane and Venkataraman,2000). Entrepreneurship involves identifying and exploiting opportunities in the external environ-ment(Ireland and Kuratko,2001;Smith and DeGregorio,2001;Zahra and Dess,2001);an entrepreneurial mindset is useful in capturing the beneﬁts of uncertainty(McGrath and MacMil-lan,2000).While theﬁelds of strategic management and entrepreneurship have developed largely indepen-dently of each other,they both are focused on howﬁrms adapt to environmental change and exploit opportunities created by uncertainties and discontinuities in the creation of wealth(Hitt and Ireland,2000;Venkataraman and Sarasvathy, 2001).As such,several scholars have recently called for the integration of strategic and entrepre-neurial thinking(e.g.,McGrath and MacMillan, 2000).In fact,Meyer and Heppard(2000)argue that the two are really inseparable.McGrath and MacMillan(2000)argue that strategists must exploit an entrepreneurial mindset and,thus,have no choice but to embrace it to sense opportunities, mobilize resources,and act to exploit opportuni-ties,especially under highly uncertain conditions. Venkataraman and Sarasvathy(2001)use a meta-phor based on Shakespeare’s Romeo and Juliet. They suggest that strategic management research that does not integrate an entrepreneurial perspec-tive is like the balcony without Romeo.Alterna-tively,they argue that entrepreneurship research without integration of a strategic perspective is like Romeo without a balcony.These arguments provide the foundation for this special issue of Strategic Management Jour-nal.The speciﬁc purpose of this special issue is to encourage,nurture,and publish excellent research that integrates both entrepreneurship and strategic management perspectives.Furthermore, we focus on research that addresses entrepre-neurial strategies for wealth creation because of the critical importance to management research and practice for the twenty-ﬁrst century.The importance of the topic is exempliﬁed by the fact that we received83manuscripts in response to our call for papers for this special issue.The manuscripts published in this special issue emerged from a rigorous review and development process.This issue presents articles that make important theoretical and empirical contributions to our knowledge of entrepreneurial strategies that create wealth.Some of these works develop new theoretical perspectives,while others test pre-viously unexamined theoretical explanations for successful entrepreneurial strategies.For the purposes of the research included in this special issue,we deﬁne entrepreneurship as the identiﬁcation and exploitation of previously unexploited opportunities.As such,entrepre-neurial actions entail creating new resources or combining existing resources in new ways to develop and commercialize new products,move into new markets,and/or service new customers (Ireland et al.,2001;Ireland and Kuratko,2001; Kuratko,Ireland,and Hornsby,2001;Sexton and Smilor,1997;Smith and DeGregorio,2001).On the other hand,strategic management entails the set of commitments,decisions,and actions designed and executed to produce a competitive advantage and earn above-average returns(Hitt, Ireland,and Hoskisson,2001).Strategic man-agement calls for choices to be made among competing alternatives(Stopford,2001).Alterna-tive entrepreneurial opportunities constitute one of the primary arenas of choices to be made. Strategic management provides the context for entrepreneurial actions(Ireland et al.,2001). Entrepreneurship is about creation;strategic man-agement is about how advantage is established and maintained from what is created (Venkataraman and Sarasvathy,2001).Wealth creation is at the heart of both entrepreneurship and strategic management.Outcomes from cre-ation(i.e.,entrepreneurship)and exploiting cur-rent advantages while simultaneously exploring new ones(i.e.,strategic management)can be tangible,such as enhancements toﬁrm wealth, and intangible,such as enhancements in theﬁrm’s intellectual and social capital.Thus,entrepre-neurial and strategic perspectives should be inte-grated to examine entrepreneurial strategies that create wealth.We call this approach strategic entrepreneurship.STRATEGIC ENTREPRENEURSHIP Strategic entrepreneurship is entrepreneurial action with a strategic perspective.In the wordsStrategic Entrepreneurship481of Venkataraman and Sarasvathy(2001),entrepre-neurial action is the‘Romeo on the balcony.’One could also consider entrepreneurial action to be strategic action with an entrepreneurial mind-set.In short,strategic entrepreneurship is the integration of entrepreneurial(i.e.,opportunity-seeking behavior)and strategic(i.e.,advantage-seeking)perspectives in developing and taking actions designed to create wealth.There are several domains in which the inte-gration between entrepreneurship and strategic management occurs naturally.With theoretical roots in economics,international business and management,organization theory,sociology,and strategic management,Hitt and Ireland(2000) and Ireland et al.(2001)identiﬁed six such domains.Of these six,we examine the domains most important and relevant to the research pub-lished in this special issue.The review of the domains explores their theoretical bases,linkages to wealth creation,and the contributions of the speciﬁc research highlighted in this issue.The domains include external networks,resources and organizational learning,innovation,and inter-nationalization.External networksExternal networks have become increasingly important to all types ofﬁrms as the economic environment continues to grow more competitive (Gulati,Nohria,and Zaheer,2000).Such net-works involve relationships with customers,sup-pliers,and competitors among others and often extend across industry,geographic,political,and cultural works have grown in importance because they can provideﬁrms with access to information,resources,markets and even,at times,technologies(Gulati et al.,2000). Networks can also play an important role in providing participants with credibility or legit-imacy(Cooper,2001).This is particularly true for new ventures that participate in networks with older,more establishedﬁrms.External networks can serve as sources of information that help entrepreneurialﬁrms iden-tify potential opportunities.(Cooper,2001).How-ever,the greatest value of networks for entrepre-neurialﬁrms is the provision of resources and capabilities needed to compete effectively in the marketplace(McEvily and Zaheer,1999).These resources and capabilities are of most beneﬁt in networks when they are complementary to those of partners in the network(Chung,Singh and Lee,2000;Hitt et al.,2000).The study reported by Rothaermel in this issue clearly shows the value of exploiting complementary resources in alliances and networks.The results of his research suggest that both smaller biotechnologyﬁrms and the larger pharmaceuticalﬁrms beneﬁt from their alliances.The biotechnologyﬁrms provide new technology and new products(innovation),while the pharmaceuticalﬁrms provide the distribution networks and marketing capabilities to success-fully commercialize the new products.The larger established pharmaceuticalﬁrms also gain value through access to their partners’new technology. As a result of applying of the partners’comple-mentary assets,alliances help the larger,estab-lished companies adapt to the technological dis-continuity created by the introduction of the radical new technology.Indeed,radically new, disruptive technologies often upset an industry’s value chain,challengingﬁrms to quickly learn either how to create more of the value using traditional practices or more likely how to create value in ways different from historically practices (Albrinck et al.,2001).In particular,external networks can be valuable because they provide the opportunity to learn new capabilities(Anand and Khanna,2000;Dussauge, Garrette and Mitchell,2000;Hitt et al.,2000). Networks,then,allowﬁrms to compete in mar-kets withoutﬁrst owning all of the resources necessary to do so.This is particularly important to new ventureﬁrms because they often have limited resources(Starr and MacMillan,1990; Dubini and Aldrich,1991;Cooper,2001).In fact, research suggests that new start-upﬁrms can enhance their chances of survival and eventual success by establishing alliances and developing them into an effective network(Baum,Calabrese and Silverman,2000).The work by Amit and Zott in this special issue provides an excellent example.Based on a sample from the United States and Europe,they identify the drivers of value creation in e-businessﬁrms..Two of the drivers are complementarities and new transaction structures with constituents in a network. E-businesses use networks extensively to outsource functions(e.g.,distribution assets,warehouses), particularly those usually performed by old-economyﬁrms that cannot be replaced using the new technology.482M.A.Hitt et al.Thus,ﬁrms usually search for partners with complementary capabilities in forming an alliance or network.However,research has shown that equally important is the existence of social capital (Tsai,2000).Social capital is developed through experience operating in networks.Over timeﬁrms learn how to work effectively with partners and build trusting relationships(Kale,Singh and Perlmutter,2000).While partners may use alliances for learning races(Hamel,1991),the building of mutual trust among partners often prevents the opportunistic outcomes of such learn-ing(Kale et al.,2000).Yli-Renko,Autio,and Sapienza in this special issue report results show-ing that social capital in critical customer relation-ships promotes both knowledge acquisition and knowledge exploitation by high-technology ven-tures.Theirﬁndings support the arguments that social capital facilitates learning.Interestingly, they alsoﬁnd that high-quality relationships between alliance partners promote trust and less emphasis on knowledge acquisition.In other words,high trust produces a willingness to depend on the partner rather than to learn and perhaps exploit the partner’s capabilities.An idio-syncratic trust-based relationship can be a source of competitive advantage for the partnerﬁrms (Davis et al.,2000).Kogut(2000)argued that the most important resource of networks may not be in the direct bilateral ties.Rather,participation in a network provides access to resources and knowledge of all of theﬁrm’s partners’network ties.Thus, both direct(i.e.,relatively formal)and indirect (i.e.,relatively informal)network ties can be valuable.One valuable outcome from direct and indirect network ties,especially for newer entre-preneurialﬁrms,is the status or recognition that can come from linkages to respected and pres-tigious partners(Stuart,2000).The research reported by Lee,Lee,and Pennings in this issue shows the importance of new ventureﬁrms’link-ages to venture capitalists.These linkages are vital both for theﬁnancial support they generate as well as the legitimacy their investments pro-vide to other important external parties(e.g.,ﬁnancial institutions,suppliers,customers, investors).Their researchﬁndings show a strong positive relationship between venture capitalist participation in a new venture and itsﬁnancial growth rate.Lee,Lee,and Pennings conclude that internal capabilities are of critical importance for creating value in new ventures.Resources and organizational learningIn1959,a British economist,Edith Penrose,sug-gested that the returns earned byﬁrms could largely be attributed to the resources they held. Novel in its nature and scope,this perspective was not shared by most of Penrose’s contempo-raries.In subsequent years,others,particularly strategic management scholars(e.g.,Wernerfelt, 1984;Hitt and Ireland,1985;Barney,1986,1991; Rumelt,1991;Amit and Schoemaker,1993), picked up the gauntlet arguing thatﬁrms’resources,capabilities,and competencies facilitate the development of sustainable competitive advantages.The primary argument is thatﬁrms hold heterogeneous and idiosyncratic resources (deﬁned broadly here to include capabilities)on which their strategies are petitive advantages are achieved when the strategies are successful in leveraging these resources.For example,special resources held by Southwest Airlines and not by its competitors allowed it to implement an integrated low cost-differentiation strategy such that it was successful in poor eco-nomic times when all of its competitors were petitors have tried but largely failed to imitate Southwest Airlines.They employ a similar strategy but do not achieve the same results because they cannot imitate Southwest’s anizational culture,leadership,and human capital are the unique resources Southwest Airlines leverages to compete successfully(Hitt et al.,1999).Similarly,Lee,Lee,and Pennings in this spe-cial issue found that the technology-based ven-tures they studied created value largely based on their internal capabilities.Speciﬁcally,they found that entrepreneurial orientation,technological capabilities,andﬁnancial resources were primary predictors of a venture’s growth.Yeoh and Roth’s (1999)results show that aﬁrm’s resources and capabilities contributed to sustained competitive advantages in the pharmaceutical industry.Fur-thermore,Baum,Locke,and Smith(2001)report that a new venture’s internal capabilities are the primary determinants of the venture’s perfor-mance.These research results support the Lee et al.arguments andﬁndings.There are different forms of resources and capabilities.For example,managers represent aStrategic Entrepreneurship483unique organizational resource(Daily,Certo,and Dalton,2000).Certo,Covin,Daily,and Dalton in this special issueﬁnd that investment banking ﬁrms are less likely to underprice aﬁrm’s stock in an initial public offering(IPO)when it employs professional managers(vs.founder managers).Thus,founders may be perceived a less positive resource than professional managers as new ventures attempt to take their stock public. Theseﬁndings resonate with agency theory argu-ments,in that at certain size and scale of enterprise(in terms of sales,number of employees,etc.),the separation of ownership(in the hands of principals)and decision-making authority(by individuals hired because of their decision-making skills)is an efﬁcient form of organization.Likewise,Sarkar,Echambadi,and Harrison report in this special issue that knowl-edge of and proactiveness in the establishment of alliances are resources.Theyﬁnd thatﬁrms with higher alliance proactiveness achieve betterﬁ-nancial performance.This relationship is especially strong in smaller companies and in ﬁrms operating in dynamic markets.Because they are socially complex and more difﬁcult to understand and imitate,intangible resources are more likely to lead to a competitive advantage than are tangible resources(Barney, 1991;Hitt et al.,2001b).One important intan-gible resource is aﬁrm’s reputation(Deephouse, 2000).Reputation can be an important strategic resource for many reasons,such as access to resources(e.g.,ﬁnancial capital)and to help a ﬁrm take advantage of information asymmetries (Hitt et al.,2001b).Because it is almost impos-sible to determine the quality of services ex ante, customers may rely on aﬁrm’s positive reputation as a selection criterion for a provider of desired services.Moreover,a positive reputation creates switching costs for customers that they may not be willing to incur.However,often new ventures have not been in existence long enough and their product or service may be novel,making it necessary for them to search for surrogate means to establish a positive reputation.Thus,they may negotiate an alliance with a reputableﬁrm to gain legitimacy. Lounsbury and Glynn in this special issue describe another way new ventureﬁrms may gain legitimacy.They can do so with stories as legitimating accounts of entrepreneurial actions. These narratives can be used to show others that their ventures are compatible with more widely accepted marketplace activities.Stories provide symbols and create meaning for others.As such, they facilitate and support entrepreneurs’efforts to obtain access to needed resources such as ﬁnancial capital(e.g.,venture capital). Knowledge is another criticalﬁrm-speciﬁc intangible resource.Grant(1996)suggests that knowledge is aﬁrm’s most critical competitive asset.Spender(1996)argues that knowledge and theﬁrm’s ability to generate it are at the core of the theory of theﬁrm.Much of aﬁrm’s knowl-edge resides in its human capital.Therefore,the selection,development,and use of human capital can be used to createﬁrm value(Hitt et al., 2001b).These arguments are supported by the research reported by Yli-Renko,Autio,and Sapi-enza in this special issue.Theyﬁnd that knowl-edge acquisition and exploitation in young tech-nology-basedﬁrms contribute to their ability to build competitive advantages through new prod-uct development,creating technological distinc-tiveness,and implementing more efﬁcient proc-esses.Knowledge is generated through organizational learning(Hitt and Ireland,2000;Hitt,Ireland and Lee,2000).Learning new capabilities helpsﬁrms to compete effectively,survive,and grow(Autio, Sapienza and Almeida,2000).Changes that occur in aﬁrm’s context can reduce the value of its current resources and knowledge.Thus,learning new knowledge may be necessary to help aﬁrm adapt to its environment.Newman(2000)argues that learning can help organizations to change. As explained in earlier sections,learning is a common reason for establishing alliances and par-ticipating in strategic networks(i.e.,Gulati,1999; Inkpen,2000;Steensma and Lyles,2000).For example,Rothaermel in this special issueﬁnds that incumbentﬁrms are able to learn through alliances with new entrantﬁrms and thereby enhance their own new product development. Hitt et al.(2001b)found that the transfer of knowledge within aﬁrm builds human capital (employees’capabilities)and contributes to higher ﬁrm performance.Furthermore,theﬁrm’s human capital is used to implement strategies that in turn enhance performance as well.Thus,human capital has direct and indirect effects onﬁrm performance.Diffusing this knowledge throughout theﬁrm can be a substantial challenge.Sorenson and Sørensen in this special issue explore diffus-484M.A.Hitt et al.ing knowledge in restaurant chains.They argue that exploitation learning is the most effective for chain-managed restaurants but that entrepreneurs in franchised units are more likely to engage in exploration learning.Firms operating in homo-geneous markets will perform better by expanding the company-managed units,thereby taking advantage of learning how to operate in these environments and diffusing it through standardization.However,ﬁrms operating in het-erogeneous environments will perform better through franchising in order to learn through exploration and adapt to the local environments. Sorenson and Sørensen’s empirical results largely support these arguments.To the extent that new knowledge is exploited,learning can have a major effect on a new venture’s performance(Zahra, Ireland,and Hitt,2000b).Of course,noﬁrm can remain static.As such,establishedﬁrms and new ventures alike must continuously learn to build dynamic capabilities and competencies(Lei,Hitt and Bettis,1996;Teece,Pisano and Shuen,1997). InnovationInnovation is considered by many scholars and managers to be critical forﬁrms to compete effectively in domestic and global markets(Hitt et al.,1998;Ireland and Hitt,1999).Hamel (2000)argues that innovation is the most important component of aﬁrm’s strategy.Others (i.e.,Germany and Muralidharan,2001)believe that successful innovation allows aﬁrm to provide directions for the evolution of an industry.Hamel suggests that because the competitive landscape is nonlinear,it requires managers to think in nonlinear ways.Hamel(2000)reports the results of as survey of approximately500CEOs who largely agreed that their industry had been changed in the last10years by newcomers,not incumbents,and that they had done so by chang-ing the rules.He concludes that the real story of Silicon Valley is not e-commerce,but innovation. Hamel refers to it as the power of‘i.’This is supported by the reportedﬁndings of Amit and Zott in this issue.They found one of the drivers of value creation in e-business is novelty(e.g., introducing new goods and services to the marketplace).The research supports Hamel’s contentions.For example,Roberts’(1999)results show a relation-ship between high innovation and superior prof-itability.Additionally,the results provide no sup-port for the argument thatﬁrms can also maintain high profitability by avoiding the competition (while not being innovative).Furthermore,Lee et al.,(2000)report that early and fast movers achieve the highest returns.First movers are the ﬁrst to introduce new goods or services(Grimm and Smith,1997).In doing so,ﬁrst movers earn ‘monopoly profits’until a competitor imitates their new product orﬁnds a substitute.Finally, based on their empirical research,Subramaniam and Venkatraman(1999)conclude that the capa-bility to develop and introduce new products to the market is a primary driver of a successful global strategy.There is a strong interrelationship between innovation and entrepreneurship.Drucker(1985), for example,suggests that innovation is the pri-mary activity of entrepreneurship.Lumpkin and Dess(1996)argue that a key dimension of an entrepreneurial orientation is an emphasis on innovation.Thus,an entrepreneurial mindset is required for the founding of new businesses as well as the rejuvenation of existing ones (McGrath and MacMillan,2000).Therefore,we may conclude that an important value-creating entrepreneurial strategy is to invent new goods and services and commercialize them(innovation) (Ireland et al.,2001).Barringer and Bluedorn(1999)argue that corporate entrepreneurship is important forﬁrm survival and performance.The results of their study suggest that intensity in managerial prac-tices is required for successful corporate entrepreneurship.Theirﬁndings also show that ﬂexibility in planning,use of strategic controls, and involving many people in the process produce more entrepreneurial behavior.Increasingly,suc-cessful implementation of strategies is a product of involving people throughout the organization (Stopford,2001).Likewise,Leifer and Rice (1999)show that managerial practices differ for ﬁrms that produce breakthrough innovations from those inﬁrms that produce incremental inno-vations.Ahuja and Lampert in this special issue con-ducted research that adds considerable richness to the conclusions regarding the development of breakthrough inventions.Ahuja and Lampert argue that many establishedﬁrms encounter learn-ing traps that serve as barriers to the development of breakthrough inventions.Learning traps areStrategic Entrepreneurship485tendencies to favor certain forms of learning and thereby disallow other forms.Ahuja and Lam-pert’s results show that experimenting with novel, emerging,and pioneering technologies can help ﬁrms overcome these learning traps to produce breakthrough inventions.Ahuja and Lambert argue that breakthrough(or radical)inventions are at the heart of entrepreneurship and wealth creation,calling on the work of Schumpeter (gales of creative destruction)to support these conclusions.Hoopes and Postrel(1999)suggest that inte-gration leading to shared knowledge amongﬁrms is a resource that enhances aﬁrm’s product devel-opment capabilities.Similarly,Verona’s(1999)ﬁndings suggest that integrative capabilities serve as a basis for new product development.These conclusions are supported by the research reported by Rothaermel in this special issue.He found that an incumbentﬁrm is able to enhance its own technological capabilities(e.g.,new prod-uct development)by learning from a partner that had produced a major new technology creating a discontinuity in the market.Similarly,Yli-Renko, Autio,and Sapienza report in this special issue thatﬁrms are able to use knowledge acquired from partners to enhance their technological dis-tinctiveness.Zahra et al.(2000b)found thatﬁrms with greater breadth,depth,and speed of techno-logical learning had higher levels of performance. These results suggest thatﬁrms can employ strong innovative capabilities to implement entrepre-neurial strategies and thereby create wealth. InternationalizationInternationalization has become a primary driver of the competitive landscape in the twenty-ﬁrst century(Hitt and Ireland,2000).And,the rate of globalization continues to increase(O’Donnell, 2000),exempliﬁed by the growing number of economic transactions across country borders (Rondinelli and Behrman,2000).While the increasing globalization of markets heightens the complexity of doing business,it also enhances entrepreneurial opportunities(Ireland et al., 2001).Globalization requires that entrepreneurs and managers develop a global mindset in order to manage the complex interactions and trans-actions required in global markets(Hitt,Ricart i Costa and Nixon,1998;Murtha,Lenway and Bagozzi,1998).The opportunities available,the facilitation of international transactions by new technologies, and the opening of international markets have led to an increasing number of smaller,entrepre-neurial businesses entering international markets (Hitt et al.,1998;Ireland and Hitt,1999).McDou-gall and Oviatt(2000)deﬁne international entrepreneurship as innovative,proactive,and risk-seeking behavior that crosses national borders and is intended to create value in organizations. Therefore,international entrepreneurship can occur in large and small organizations as well as in new or established companies.Several researchers have found that moving into new international markets has a positive effect on a ﬁrm’s performance and creates value for the ﬁrm’s owners(Hitt,Hoskisson,and Kim,1997; Geringer,Tallman and Olsen,2000).Essentially,ﬁrms learn new capabilities from each of the new markets they enter and diffuse this knowledge throughout the organization so that it can be successfully used in other markets(Barkema and Vermeulen,1998).Of course,companies that have internationalized experience economies of scale and have a larger market from which to obtain returns on their innovations.As such,inter-nationalization is positively related to aﬁrm’s innovation(Hitt et al.,1997).Lu and Beamish in this special issue present an intriguing argument that moving into international markets by small and medium-sized organizations is a form of entrepreneurship.Speciﬁcally,they explore the effects of internationalization on the creation of value in small and medium-sized ﬁrms.In a sample of164Japaneseﬁrms,they ﬁnd that theseﬁrms initially experience a reduction in returns and thus face what some have called a liability of foreignness.However, after theﬁrms gain some experience with oper-ations in foreign markets,further foreign direct investment(FDI)leads to increased profits.Sup-porting the earlier arguments of the positive effects of networks,Lu and Beamishﬁnd that these smallﬁrms experience greater profits when they engage in alliances with local partners in the new markets.In particular,theirﬁndings sug-gest that investing directly in new international markets has a positive effect but that exporting has a negative moderating effect.Thus,they con-clude that investing directly in the new markets to take advantage of unique opportunities is a form of entrepreneurship.Their results receive。

公司治理与企业资本结构决策之关系的实证研究——来自海南省上市公司的经验证据

１股权集中度与资本结构．
传统观点认为，外部大股东选择的债务水平可能比管理者通常选择的债务水平要高。如Ｆｉｄ和Ｌｎ认ｒｎｅａｇ
外许多学者根据真实经济中的实际情况，步放松ＭＭ逐
与管理者一所有者相比，外部大股东可能持有分散化定理的假设条件，考虑交易成本、从税收负担、产成本为，破其风险厌恶程度相对较低，期故预及信息不对称等不同角度出发，资本结构的横截面差程度更大的投资组合，对
维普资讯
２０年第３期０８第２１卷（９总５期）
海南师范大学学报（社会科学版）
ＪＯＵＲＮＡＬＯＦＨＡＩＮＡＮＮＯＲＭＡＬＶＥＲＳＴＵＮＩＩＹ
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证分析。但总体而言，有关中国上市公司特殊的治理结构（诸如董事会、经理层等治理结构要素）与资本结构决策之关系的系统研究还没有得到应有的关注。
二理论分析与研究假设
权为大股东输送现金，害其他股东的利益。如果公司损的股权集中，大股东要想额外的投资回报，采用权益融资是其融资的最佳选择。２可见，Ｌ外部大股东的存在不会减
外部大股东选择的债务水平比管理者寻求的债务水平要高。 …然而，由于我国上市公司中国有资产代理机制问题
没有彻底解决，国有资产代理人与上市公司管理者之间
于公司治理要素对企业资本结构的影响问题也开始进入
存在一种默契关系，他们的双向“ 寻租 ” 为导致上市公行司的“ 内部人控制” 象十分严重，现致使国家作为最终所有者缺乏对上市公司的有效监督。由于缺乏有效的外部管理者市场，管理者通常由大股东委派，因此，容易使管

《公司治理与内部控制》课程教学大纲

《公司治理与内部控制》课程教学大纲课程代码：ABGS0518课程中文名称:公司治理与内部控制课程英文名称：Corporate Governance & Internal Control课程性质：选修课程学分数：2课程学时数：32授课对象：财务管理专业本课程的前导课程：基础会计、财务管理、管理学原理一、课程简介《公司治理与内部控制》主要对公司治理基础理论、公司治理结构、公司治理机制与公司治理模式以及内部控制基本框架、内部控制基本要素等内容进行阐述，分析基于公司治理剖析内部控制和企业风险管理的结构和方法，力图通过大量案例介绍与剖析、多形式的表达方式将理论与实践有机融合，满足各层次学生学习本课程的需求。

通过本课程的学习，要求学生掌握公司治理和内部控制的基本概念和理论，熟悉公司治理与内部控制相关规定，掌握公司治理与内部控制的框架模式和设计方法。

使学生在掌握基本理论和原理的基础上，提高实践能力。

二、教学基本内容和要求（一）公司治理基础理论1、企业的演进与公司治理产生2、公司治理的理论3、公司治理的定义与特征4、公司治理原则及框架本章重点：公司治理的理论。

本章难点：公司治理的理论的理解。

本章教学要求：通过本章的学习，使学生了解企业制度形态、现代公司的产生，弄清楚企业理论是公司治理的理论基石，掌握公司治理的发展理论、原则及框架，理解公司治理的功能和意义。

（二）公司治理结构1、公司治理结构概述2、股东（大）会制度3、董事会制度4、监事会制度本章重点：股东（大）会制度，董事会制度以及监事会制度。

本章难点：如何评价董事会会业绩。

本章教学要求：通过本章的学习，使学生了解公司治理结构的含义，弄清股东权利与股东会制度，股东会的基本形式和运作体制，掌握董事会模式以及如何评价董事会业绩，正确界定独立董事独立性。

掌握监事会制度。

（三）公司治理机制1、代理问题2、公司内部治理机制3、公司外部治理机制本章重点：公司内部治理机制和公司外部治理机制。

intellectual capital

Analysing value added as an indicator of intellectual capital and its consequences on company performanceDaniel Ze´ghal and Anis Maaloul CGA –Accounting Research Centre,Telfer School of Management,University of Ottawa,Ottawa,CanadaAbstractPurpose –The purpose of this paper is to analyse the role of value added (VA)as an indicator of intellectual capital (IC),and its impact on the ﬁrm’s economic,ﬁnancial and stock market performance.Design/methodology/approach –The value added intellectual coefﬁcient (VAIC e )method is used on 300UK companies divided into three groups of industries:high-tech,traditional and services.Data require to calculate VAIC e method are obtained from the “Value Added Scoreboard”provided by the UK Department of Trade and Industry (DTI).Empirical analysis is conducted using correlation and linear multiple regression analysis.Findings –The results show that companies’IC has a positive impact on economic and ﬁnancial performance.However,the association between IC and stock market performance is only signiﬁcant for high-tech industries.The results also indicate that capital employed remains a major determinant of ﬁnancial and stock market performance although it has a negative impact on economic performance.Practical implications –The VAIC e method could be an important tool for many decision makers to integrate IC in their decision process.Originality/value –This is the ﬁrst research which has used the data on VA recently calculated and published by the UK DTI in the “Value Added Scoreboard”.This paper constitutes therefore a kind of validation of the ministry data.Keywords Intellectual capital,Value added,Company performance,United KingdomPaper type Research paperI.IntroductionIntellectual capital (IC),innovation and value creation (or value added (VA))are nowadays the object of particular attention by managers,investors,economic institutions and governments;as they are also the object of several studies recently realised in academic and professional environments.According to the Organisation for Economic Cooperation and Development (OECD)(2008),many companies invest nowadays in employee training,research and development (R&D),customer relations,computer and administrative systems,etc.These investments,often referred to as IC,are growing and they are competing with physical and ﬁnancial capital investments in some countries[1].Several authors,suchas Stewart (1997)and Ze´ghal (2000),ascribed this change in investment structure to theThe current issue and full text archive of this journal is available at/1469-1930.htmThe authors gratefully acknowledge the support of the CGA –Accounting Research Centre at the University of Ottawa.AnalysingVA as an indicator of IC 39Journal of Intellectual Capital Vol.11No.1,2010pp.39-60q Emerald Group Publishing Limited 1469-1930DOI 10.1108/14691931011013325advent of a new knowledge-based economy.Other authors,such as Edvinsson (1997),Sveiby (1997)and Lynn (1998)emphasised the importance of IC which they consider to be the main source of value creation in the new economy.However,it is difﬁcult to measure IC since it is intangible and non-physical in nature.The traditional accounting model,which is conceived for companies operating in an industrial economy,remains focussed on physical and ﬁnancial assets andignores most IC assets.Interestingly,even the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS)[2],including the ones recently modiﬁed by the International Accounting Standards Board,did not contribute to redeﬁning many of the concepts,principles and valuation methods of IC assets.The relative lack of IC accounting recognition and its growing role in the value creation process,imply that ﬁnancial statements have lost some of their value for shareholders and many other users (Canibano et al.,2000;Ashton,2005;OECD,2006,2007).Many studies,often conducted within a resource-based theory framework,have tried to analyse the problem of accounting for IC.The ﬁrst studies began with the identiﬁcation,representation,and classiﬁcation of IC components (Edvinsson andMalone,1997;Ze´ghal,2000;Guthrie et al.,2004).Other studies were interested rather in the practices of IC reporting in companies’annual reports (Williams,2001;Abdolmohammadi,2005;Kristandl and Bontis,2007).Some studies also focussed on the problem of IC measurement not being recorded in ﬁnancial statements (Stewart,1997;Pulic,1998,2004;Gu and Lev,2003;Chen et al.,2004).Finally,a number of studies were related to the validation of IC in a decision-making context,notably in terms of its usefulness to investors on a capital market (Lev and Sougiannis,1996;Cazavan-Jeny,2004;Casta et al.,2005;Lev et al.,2007).In this study,we aim to extend the efforts made by researchers and practitioners to ﬁnd an appropriate measure of IC.We propose therefore the concept of “value added”as an indicator of IC measurement in a company.This idea is based on the “value added intellectual coefﬁcient –VAIC e ”method developed by Pulic (1998,2004).This method is still in the early stages of its application in management accounting practices and needs to be empirically validated with a large number of companies in a decision-making context.This is precisely the objective of our study according to which we attempt:.to empirically analyse the role of VA as an indicator of IC;and.to empirically validate the method of VAIC e to assess the impact of IC on economic,ﬁnancial and stock market performance.Our study is motivated by the conceptual link which could exist between IC and VA.Indeed,a recent survey carried out by the UK Department of Trade and Industry (DTI)(2004)[3]shows that successful UK companies recognise that investing in IC is essential to their ability to create world-class VA products and services.Other reports edited by the OECD (2006,2007)considered IC as the main important source of value creation in a company.More recently,the UK DTI (2007)also reported that,on average,UK companies create much more VA than other European companies.In fact,UK companies’ability to compete in the global economy largely and increasingly depends on creating higher levels of VA through investments in IC.JIC 11,140The concept of“value added”used in the present study for measuring IC has a strong historical past in the UK(Morley,1979;Pong and Mitchell,2005).For many years,UK companies have revealed information about their VA in the“Value Added Statement”.At present,information on the VA of UK companies is also revealed by the UK DTI in the“Value Added Scoreboard”.All this explains our choice to carry out our study in a UK context through the analysis of a sample of300companies listed on the London Stock Exchange(LSE)during2005.We also chose,in this study,to divide our sample into three groups of sectors representing high-tech industries,traditional industries and services.Our expectation is that the contribution of IC to a company’s performance differs from sector to sector.The remainder of the present paper is organised as follows:Section2brieﬂy describes the theoretical and conceptual framework for both IC and VA and outlines related prior research.Section3presents our research objective and the different research hypotheses.Section4describes the methodology used in this study and the results of the data analysis are detailed in Section5.Theﬁnal section summarises and concludes with suggestions for future research.II.Intellectual capital and value added1.Intellectual capitalUntil now,there has been no generally accepted deﬁnition or classiﬁcation of IC (Canibano et al.,2000;Bhartesh and Bandyopadhyay,2005;OECD,2006).It was only in the late1990s that professionals and researchers in management began to attempt to deﬁne and to classify the IC components.Stewart(1997,p.67)deﬁned IC simply as“packaged useful knowledge”.Edvinsson and Malone(1997,p.358)broadened the deﬁnition of IC to“knowledge that can be converted into value”.Following these authors we deﬁne IC,in this study,as being “the sum of all knowledge a company is able to use in the process of conducting business to create value–a VA for the company”.The studies conducted by Stewart(1997)and Edvinsson and Malone(1997)led to a similar classiﬁcation of IC components.According to their classiﬁcation,the company’s IC,in a broad sense,comprises human capital(HC)and structural capital (SC).HC is deﬁned as the knowledge,qualiﬁcations and skills of employees and the fact that companies cannot own or prevent those employees from going home at night;SC refers to the knowledge that remains with the company after the employees go home at night.It includes production processes,information technology,customer relations, R&D,etc.This classiﬁcation of IC components is,according to Ashton(2005),the one most used in literature up until the present time.There are also other classiﬁcations which subdivide the SC into organisational capital and customer capital(Sveiby,1997; Guthrie et al.,2004;Youndt et al.,2004).The IC(both human and structural)is viewed by resource-based theory(Wernerfelt, 1984;Barney,1991;Peteraf,1993)as being a strategic resource in the same way as capital employed(physical andﬁnancial)is viewed as a strategic resource.This theory considers that companies gain competitive advantage and superiorﬁnancial performance through the acquisition,holding and efﬁcient use of strategic resources.However,many authors such as Riahi-Belkaoui(2003)and Youndt et al.(2004) underline that capital employed(physical andﬁnancial)is not strategic because it simply constitutes a generic resource.It is precisely IC that is viewed as being Analysing VA as an indicator of IC41a strategic resource allowing the company to create VA.For these authors,a resource is considered to be strategic when it distinguishes itself from others by the difﬁculty of imitation,substitution and by its imperfect mobility.This point of view is consistent with Reed et al.(2006)who recently developed an IC-based theory.Reed and her colleagues view their theory as a mid-range one because it represents one speciﬁc aspect of the more general resource-based theory.Althoughthey have the same objective,to explain corporate performance by the effective and efﬁcient use of a company’s resources,the IC-based theory considers IC as being the only strategic resource to allow a company to create VA.This theory does not break away from its origins and is always analysed along with resource-based theory.2.Value added as an indicator of IC (the VAIC e method)Taking into consideration the increasing importance of the role played by IC in value creation,Pulic (1998,2004),with colleagues at the Austrian IC Research Centre,developed a new method to measure companies’IC which they called the “value added intellectual coefﬁcient”(VAIC e ).This method is very important since it allows us to measure the contribution of every resource –human,structural,physical and ﬁnancial –to create VA by the company.The calculation of the VAIC e method follows a number of different steps.The ﬁrst step is to calculate the company’s ability to create VA.In accordance with the stakeholder theory[4](Meek and Gray,1988;Donaldson and Preston,1995;Riahi-Belkaoui,2003;DTI,2006),the VA is calculated as follows:VA ¼OUT 2IN ð1ÞOutputs (OUT)represent the revenue and comprise all products and services sold on the market;inputs (IN)include all expenses for operating a company,exclusive of employee costs which are not regarded as costs.The second step is to assess the relation between VA and HC.The value added human capital coefﬁcient (VAHU)indicates how much VA has been created by one ﬁnancial unit invested in employees.For Pulic (2004),employee costs are considered as an indicator of HC.These expenses are no longer part of the inputs.This means that expenses related to employees are not treated as a cost but as an investment.Thus,the relation between VA and HC indicates the ability of HC to create value in a company[5]:VAHU ¼VA =HC ð2ÞThe third step is to ﬁnd the relation between VA and SC.The value added structural capital coefﬁcient (STVA)shows the contribution of SC in value creation.According to Pulic (2004),SC is obtained when HC is deducted from VA.As this equation indicates,this form of capital is not an independent indicator.Indeed,it is dependent on the created VA and is in reverse proportion to HC.This means that the greater the share of HC in the created VA,the smaller the share of SC.Thus,the relation between VA and SC is calculated as:STVA ¼SC =VA ð3ÞThe fourth step is to calculate the value added intellectual capital coefﬁcient (VAIN),which shows the contribution of IC in value creation.Given that IC is composed of HC and SC,the VAIN is obtained by adding up VAHU and STVA:JIC 11,142VAIN¼VAHUþSTVAð4ÞThen,theﬁfth step is to assess the relation between VA and physical andﬁnancial capital employed(CA).For Pulic(2004),IC cannot create value on its own.Therefore,it is necessary to takeﬁnancial and physical capital into account in order to have a full insight into the totality of VA created by a company’s resources.The value added capital employed coefﬁcient(VACA)reveals how much new value has been created by one monetary unit invested in capital employed.Thus,the relation between VA and CA indicates the ability of capital employed to create value in a company:VACA¼VA=CAð5ÞFinally,the sixth step is to assess each resource that helps to create or produce VA. Therefore,VAIC e measures how much new value has been created per invested monetary unit in each resource.A high coefﬁcient indicates a higher value creation using a company’s resources,including its IC.Thus,VAIC e is calculated as follows:VAIC e¼VAINþVACAð6ÞThere has been some criticism of the VAIC e method,mainly by Andriessen(2004) who suggested that the method’s basic assumptions are problematic and thus it produces dissatisfying results.However,an increasingly large number of researchers (such as Chen et al.,2005;Shiu,2006;Kujansivu and Lonnqvist,2007;Tan et al.,2007; Yalama and Coskun,2007;Kamath,2007,2008;Chan,2009)adopted the VAIC e method which remains,in their view,the most attractive among the suggested methods to measure IC.For instance,Chan(2009,p.10)mentions at least a dozen favourable arguments for the VAIC e method,and concludes that the VAIC e is the most appropriate method to measure IC.Also,according to Kamath(2007,2008),the VAIC e method has compellingly proved its suitability as a tool for the measurement of IC.Finally,the fact that the UK DTI makes data available to facilitate the use of the VAIC e method contributes signiﬁcantly,in our opinion,to the practical and empirical validity of this method.3.Prior researchRecent empirical studies have attempted to show that IC signiﬁcantly contributes to VA created by the company,and therefore is positively associated with its performance.In this context,Pulic(1998),using data from Austrian companies,found that VA is very highly correlated with IC,whereas the correlation between VA and capital employed(physical andﬁnancial)is low.These results suggest that IC has become the main source of value creation in the new knowledge-based economy. Furthermore,Stewart(1997,2002),showed that a company’s performance depends on the ability of its resources to create VA.Similarly,Riahi-Belkaoui(2003),using a sample of US multinationalﬁrms,discovered a signiﬁcantly positive association between IC and future performance.He considers IC as a strategic resource,able to create VA for the company.In a study based on4,254Taiwanese listed companies during the period1992-2002, Chen et al.(2005)found that IC and capital employed have a positive impact on market value,as well as on current and futureﬁnancial performance.In other words,the results indicated that investors place higher value onﬁrms with greater IC which are Analysing VA as an indicator of IC43considered more competitive than other ﬁrms.More recently,Tan et al.(2007)conﬁrmed these ing data from 150publicly traded companies in Singapore,their ﬁndings showed that IC is positively associated with current and future ﬁnancial performance.They also found that the contribution of IC to a company’s performance differs by industry.However,the studies of Firer and Williams (2003)and Shiu (2006)providedgenerally limited and mixed ing data from 75publicly traded companies in South Africa,Firer and Williams demonstrated that IC is negatively associated with traditional measures of corporate performance,while the association between these measures of performance and capital employed (physical and ﬁnancial)is positive.In other words,the empirical results suggested that capital employed remains the most signiﬁcant underlying resource of corporate performance in South Africa.Similar results were found by Shiu who examined the same model using data from 80Taiwanese technology ﬁrms.III.Research objective and hypothesesThe objective of this study is to empirically analyse the role of VA as an indicator of IC.We attempt also to empirically validate the method of VAIC e to assess the impact of IC under the following triptych:economic performance (Model 1),ﬁnancial performance (Model 2),and stock market performance (Model 3).Our assumption is that if the company is economically successful,it is going to exhibit a healthy and proﬁtable ﬁnancial state of affairs,which is going to reverberate on its stock market performance.1.Economic performance modelMany authors suggest that IC investment allows the company to enhance its economic performance (Lev and Sougiannis,1996;Lev and Zarowin,1998;Casta et al.,2005;Bismuth and Tojo,2008).This performance is deﬁned by the operating proﬁtability which represents an economic surplus or an economic margin acquired by the difference between income and production costs (Cappelletti and Khouatra,2004).For instance,Nakamura (2001)suggested that if companies invest in IC,the success of these investments should permit companies on average to reduce their production costs and/or increase any kind of operational margins (or mark-ups).In this sense,highly skilled HC can enhance department store sales,and an efﬁcient process of R&D can cut a factory’s production costs.In their model of IC valuation,Gu and Lev (2003)propose a new methodology based on the economic notion of “production function”.This methodology considers that a company’s economic performance is generated by three kinds of resources:physical,ﬁnancial and intellectual.However,the UK DTI (2006)considers that,in a value creation context,the company’s economic performance depends not only on amounts invested in physical,ﬁnancial and intellectual resources,but rather on the ability of these resources to create ing the VAIC e method measures,we will test the following hypothesis:H1a.There is a positive association between “value added intellectual capitalcoefﬁcient”and economic performance.JIC 11,144H1b.There is a positive association between“value added capital employed (physical andﬁnancial)coefﬁcient”and economic performance.2.Financial performance modelMany authors believed strongly that IC could have a positive effect on the company’s ﬁnancial performance(Riahi-Belkaoui,2003;Youndt et al.,2004;Chen et al.,2005;Tan et al.,2007).This performance was deﬁned by proﬁtability,an expression of the ability of invested capital to earn a certain level of proﬁt.Following resource-based theory,Chen et al.(2005)suggested that if IC is a valuable resource for a company’s competitive advantages,it will contribute to the company’s ﬁnancial performance.This assumption is also shared by Youndt et al.(2004)who stated that IC intensive companies are more competitive than other companies and are, therefore,more successful.However,in order to constitute a sustained competitive advantage,and therefore a determinant ofﬁnancial performance,Riahi-Belkaoui(2003)and Firer and Williams (2003)assumed that IC,as well as the physical andﬁnancial capital employed,is used in an effective and efﬁcient way.This efﬁciency is assessed,according to Pulic(2004), in terms of the resources’ability to create VA for the company.Using the VAIC e method measures,we will investigate the following hypothesis: H2a.There is a positive association between“value added intellectual capital coefﬁcient”andﬁnancial performance.H2b.There is a positive association between“value added capital employed (physical andﬁnancial)coefﬁcient”andﬁnancial performance.3.Stock market performance modelSome authors considered that the increasing gap between a company’s market and book value can be a consequence of not taking IC into account inﬁnancial statements (Edvinsson and Malone,1997;Lev and Sougiannis,1996;Lev,2001;Skinner,2008). This gap,generally exhibited in market-to-book(MB)ratio,indicates that investors perceive IC as a source of value for a company,even though it is not present in the company’s book value.In this context,Firer and Williams(2003)and Chen et al.(2005)suggested that if the market is efﬁcient,investors will place higher value on companies with greater IC.This assumption is also shared with Youndt et al.(2004)and Skinner(2008)who stated that IC intensive companies are valued more in the stock market than are other companies.However,Ze´ghal(2000)and the UK DTI(2006)considered that,in a value creation context,investors do not limit their investments to companies with greater IC.Rather they will try to select for their portfolios those companies that have a track record of continuous creation of VA in an efﬁcient and sustainable way.Using the VAIC e method measures,we will test the following hypothesis:H3a.There is a positive association between“value added intellectual capital coefﬁcient”and stock market performance.H3b.There is a positive association between“value added capital employed (physical andﬁnancial)coefﬁcient”and stock market performance.Analysing VA as an indicator of IC45IV.Methodology 1.Data and sample selection The sample of companies used in this study was based on all UK companies which were listed on the LSE and which were available on the “Value Added Scoreboard”database provided by the UK DTI.The original data sample consisted of about 342companies[6]that had realised the biggest contribution to the VA in the UK during2005.The following selection criteria were then applied to the original data sample:.Following Firer and Williams (2003)and Shiu (2006),companies with negative book value of equity,or companies with negative HC or SC values were excluded from the sample..Companies for which some data were missing (unavailability of annual reports in consequence of merger,repurchase,suspension,delisting)were also excluded..Finally,in order to control for the presence of extreme observations or “outliers”in our sample,companies with selected variables situated at the extremities of every distribution were eliminated.This sample selection process led us to a ﬁnal sample composed of 300UK companies (Table I).In contrast with previous studies which examined only a single sector (Firer and Williams,2003;Pulic,2004;Shiu,2006),the originality of our study consists in the examination of all sectors.In fact,the “new economy”literature shows that every sector of the economy has felt the impact of increased IC in value creation (Lynn,1998;Bhartesh and Bandyopadhyay,2005;Ashton,2005).However,it is likely that the contribution of IC to a company’s performance differs by industry (Abdolmohammadi,2005;Tan et al.,2007).For instance,the OECD (2006)suggested the application of industry-speciﬁc standards to accommodate the very different role of IC from sector to sector.Considering these suggestions,we chose in this study to divide our sample into different sub-samples to allow a cross-sectional analysis.After a review of classiﬁcation criteria of sectors used in the literature,we opted to follow the rigorous classiﬁcation provided by the UK DTI (2006,p.49).This classiﬁcation consists in organising the 39industry classiﬁcation benchmark (ICB)[7]sectors into three groups:high-tech industries,traditional industries and services (see the classiﬁcation criteria in Table AI).Table II shows the sample distribution by sector group and stock index.As can be seen,our sample is dominated by the group of services (53.67per cent of the whole sample).The two other groups,i.e.traditional industries and high-tech industries,respectively,represent 30and 16.33per cent of the whole sample.Initial sample342Companies with negative book value215Companies missing data on selected variables214Extreme observations or “outliers”29Companies with negative human capital or structural capital values24Final sample 300Table I.Sample selection proceduresJIC 11,146Table II also shows that our sample of companies represents the different levels of market capitalization.The largest component of the sample(51.33per cent of whole sample)belongs to the Financial Times Stock Exchange(FTSE)250index which is characterised by medium market capitalization.The two other components of the sample(29and19.67per cent of whole sample)belong,respectively,to the FTSE100 index which is characterised by large market capitalization and other stock indexes which are characterised by small market capitalization(such as,for example,the FTSE small cap index).2.Deﬁnition of variables2.1Dependent variables.To conduct the relevant analysis in the present study,three dependent variables of operating income/sales(OI/S),return on assets(ROA)and MB were used as proxy measures for economic,ﬁnancial and stock market performance, respectively.These variables were deﬁned as:.OI/S.Ratio of the operating income divided by total sales,used as a proxy for economic performance(Lev and Sougiannis,1996;Nakamura,2001;Lev,2004)..ROA.Ratio of the earnings before interest and taxes divided by book value of total assets,used as a proxy forﬁnancial performance(Firer and Williams,2003;Chen et al.,2005;Shiu,2006)..MB.Ratio of the total market capitalization(share price times number of outstanding common shares)to book value of net assets,used as a proxy for stock market performance(Sougiannis,1994;Firer and Williams,2003;Cazavan-Jeny,2004).2.2Independent ing the VAIC e method measures,two coefﬁcients were selected to measure both independent variables under consideration:(1)VAIN:the value added intellectual capital coefﬁcient.where:VAIN¼VAHUþSTVAVAHU¼VA=HC;Value added human capital coefficientVA¼OUT2INHC¼employee costs2R&D costsðprincipally costs of employees working in R&DÞSTVA¼SC=VA;Value added structural capital coefficientSC¼VA2HC;structural capitalSector group Stock indexSector group Vol.Percentage Index Vol.PercentageHigh-tech industries4916.33FTSE1008729.00 Traditional industries9030.00FTSE25015451.33 Services16153.67Others5919.67 Total300100Total300100Table II.Sample distributionby sector groupand stock index Analysing VA as an indicator of IC47(2)VACA:the value added capital employed coefﬁcient.,where:VACA ¼VA =CACA ¼book value of the net assets2.3Control variables .Two control variables were used in this study to control for theireffect on company performance:(1)Size of the company (Size):measured by the natural log of book value of total assets (Riahi-Belkaoui,2003).(2)Leverage (Lev):measured by the ratio of book value of total assets to book value of common equity (Lev and Sougiannis,1996).3.Research modelsIn order to respond to our research objective,we propose to empirically test the following three equations relating to the economic (Model 1),ﬁnancial (Model 2)and stock market (Model 3)performance models:OI =S ¼b 0þb 1VAIN þb 2VACA þb 3Size þb 4Lev þmðModel 1ÞROA ¼b 0þb 1VAIN þb 2VACA þb 3Size þb 4Lev þmðModel 2ÞMB ¼b 0þb 1VAIN þb 2VACA þb 3Size þb 4Lev þm ðModel 3ÞV.Empirical results1.Descriptive statisticsTable III presents the means,standard deviations,medians,minimum and maximum values of all the variables.The mean MB is about 3.5,indicating that investors generally valued the sample companies in excess of the book value of net assets as reported in ﬁnancial statements.Consequently,nearly 70per cent of a company’s market value is not reﬂected on ﬁnancial statements.The comparison between VAIN and VACA values suggests that during 2005the sample companies were generally more effective in creating VA from their IC (VAIN ¼2.946)than from physical and ﬁnancial capital employed (VACA ¼1.402).This ﬁnding is consistent with priorliterature (Ze´ghal,2000;Pulic,2004)suggesting that,in the new economic era,we accord much more value to wealth created by intellectual resources than that created by physical and ﬁnancial resources.The mean of aggregate VAIC e which is4.348indicates that UK companies studied in this paper created £4.348for every £employed.To compare between groups of sectors,a one-way ANOVA was conducted on the three groups.Results from this test are shown in Table IV.These results again suggest that each group (high-tech industries,traditional industries and services)was generally more effective in creating VA from its IC than from physical and ﬁnancial capital employed (VAIN .VACA).This ﬁnding is consistent with the “new economy”literature showing that every sector of the economy has felt the impact of increased IC in value creation and economic wealth,and that value creation applies to any sector (Lynn,1998;Bhartesh and Bandyopadhyay,2005;Ashton,2005).It is also consistent JIC 11,148。

普拉哈拉德C.K.Prahalad、哈默尔G.Hamel《公司的核心竞争力》TheCoreCompetenceoftheCorporation【中英对照

普拉哈拉德公司的核心竞争力1990年普拉哈拉德(C.K.Prahalad)和哈默尔(G.Hamel)在哈佛商业评论上发表《企业核心竞争力》(TheCoreCompetenceoftheCorporation)很多公司仍在苦苦寻找在全球竞争中克敌制胜的最有效方式。

20世纪80年代，人们评价某个高管有没有才能，主要看这个人能否重组公司、拨乱反正和精简层级。

然而，进入20世纪90年代后，人们评价高管时，将看他们有没有能力识别、培育和利用公司的核心竞争力(corecompetence，也称核心能力)，为公司的成长找到新的途径。

看来，高管们该重新思考一下公司这个概念本身了。

让我们首先以美国的GTE*和日本的NEC**两家公司为例，探讨十年来它们各自的发展轨迹。

20世纪80年代初期，信息技术已初显欣欣向荣的景象，GTE凭借自己的地位，极有希望成为该行业的主力军。

这家公司在电信业非常活跃，其业务横跨多个领域，包括电话、交换与传输系统、数字化专用自动小交换机(PABX)、半导体、分组交换、卫星、国防系统以及照明产品等等。

此外，GTE旗下的娱乐产品集团(EntertainmentProductsGroup)，也就是喜万年(Sylvania)彩电的制造者，在相关的显示器技术领域也占有一席之地。

1980年，GTE的销售额为99．8亿美元，净现金流17．3亿美元。

与之相比，NEC当时还只是一个小字辈，销售收入仅为38亿美元。

尽管拥有与GTE不相上下的技术基础和计算机业务，但NEC在电信领域尚无任何经验。

然而，到了1988年，NEC却后来者居上，销售额达到218．9亿美元，远远高于GTE公司的164．6亿美元。

这时，GTE实际上已经沦为一家以经营电话业务为主的公司，尽管它在国防和照明产品方面仍占有一席之地。

这家公司的其他业务从全球的角度看已经变得很小。

在过去的几年中，GTE公司已经把喜万年电视机和Telenet业务剥离了出去，把交换机、传输设备和数字PABX等产品转交给合资公司生产，而半导体业务则已关张大吉。

hnd 经济学1报告

Content1.0 two characteristics of oligopoly (1)2.0 chart interpretation (2)3.0 another market structure and suggest two characteristics of this market structure (3)4.0 Price and output strategy .............................. 错误!未定义书签。

5.0 Roles of Profit in a Market Economy (3)6.0 Analyses two alternatives to profit maximization as a goal of the firm.. ............ 错误!未定义书签。

7.0 Influences of different cost (5)1.0 two characteristics of oligopolyThe production and sale of a commodity from the market, few companies controlled by several major market structure.Features:(1) interdependence is the basic characteristic of oligopoly markets with independent features, but their actions affect each other and interdependent. This oligopoly firms can reach a total of a variety of ways cooperation can sign an agreement to secretlyunderstanding. A few firms account for a large market share so that these companies have very strong monopoly power.(2) The basic factors is the existence of these industries obvious economies of scale of economies of scale make large-scale production has a great advantage.high profits will attract more companies to enter the industry and profits to the company to finance rge companies growing, small companies can not survive the final formation of a small number of highly competitive business situation.2.0 chart interpretation1. Markets on the same price as the price is quite a long time, rigid, demand and cost changes, prices are unchanged.2. In this regard, Sweezy has been identified from a price starting oligopolistic market Illustrated with a kinked demandcurve3.As long as the MC curve and the MR curve intersects the MR curve discrete part of the profit maximizing production and sales and prices are unchanged.4.Because prices during this period is relatively stable, the performance of the adhesive.Abduction of the model used to analyze the folding of the demand curve oligopoly.The reasons for the formation of this demand curve:1.the company to raise prices, and the other a monopoly firms in the industry kept unchanged, the company was forced to reduce sales .2 If the company cut prices, other manufacturers will follow price cuts in order to avoid losing their market The manufacturers can lower prices to increase sales of small.3.0 another market structure and suggest two characteristics of this market structure.I would choose the monopoly. There is only one seller on the market, it controls all of the industry supply.In the monopoly market, vendors and the industry completely overlap the two concepts, the industry's only company is a monopoly company, and this represents a monopoly industry vendors.Monopoly vendor products do not substitute very similar to a monopolist control because all the supply, and the product has a permanent feature, so the price of monopoly is the decision makers who .Price Discrimination: A monopolist can change the product’s price and quality. He sells more quantities products but charges less prices to against the products in a highly elastic market and sells less quantities that charging high price in a less elastic market.Single seller: In a monopoly market, there is one seller of the good who products the entire output.the firm and the industry are synonymous.4.0 Price and output strategyThis diagram shows that company makes the price and output strategy in competitive market.●In the short run MC curve is supply curve of a enterprise in competitive marketthat slopes upwards. When price (MR) is higher then MC, the enterprises itsoutput, vice versa.●In the long run, supply curve is a horizontal one due to free entry and exit in theindustry.●In the long run, lowest point of ATC curve is tangent on MR.●If the point is higher than MR, company loses money●If the point is lower than MR, there is economic profit in there, moreenterprises come in this industry, MR will be lower.5.0 Roles of Profit in a Market EconomyPrinciple of profit maximization: To market signals is to increase profits, market to other producers.When existing firms are earning huge profits, this signal can be profitable at both ends of the project, in order to protect its long-term market position. Virgin moblie have more customers will bring more profits Market Entry: Great profit if the company had many other companies to enter this industry, there are many new enterprises to enter the market.Efforts to increase industry competition, newtechnologies and new products to increase speed becomes faster.richardbransan trade to the correct way of making trade after three years he turned a profit. Make it more companies entering this business, so to get more profits6.0 Analyses two alternatives to profit maximization as a goal of the firm.6.0.1 SatisfyingMaximising behaviour may be replaced by satisfying - I.e. setting minimum acceptable levels of achievement. The domestic and international Equity and Bond markets may play an important role in monitoring the performance of managers in a company - when companies are under-performing set against the performance of other businesses in a market, there may be downward pressure on the share price, raising the threat of a contested takeover bid by a rival firm. A firm may be under pressure to reduce prices to consumers if it has made large profits and may choose to do this in order to stop an investigation by the Competition Commission or to improve its image with customers.Alternatively, the firm may reward workers with higher wages in order to stop industrial action.6.0.2 Sales Revenue MaximisationThis objective was initially developed by the work of Bauman (1959). Bauman’s research focused on the behaviour of manager-controlled businesses - where the day-to-day decisions taken by managers are divorced from the shareholders (the owners of the business). Bauman argued that annual salaries and other perks might be more closely correlated with total sales revenue rather than bottom line profits. An alternative view was put forward by Williamson (1963), who built a model based on the concept of managerial satisfaction (utility). This can be enhanced by success in raising sales revenue.Total revenue is maximised when marginal revenue = zero. The shareholders of a business may introduce a constraint on the price and output decisions of managers -this is known as constrained sales revenue maximisation. They may introduce a minimum profit constraint designed to underpin the market valuation of their shares and maintain a dividend .6.0.3 Limit PricingFirms may adopt predatory pricing policies by lowering prices to a level that would force any new firms entering the industry to operate at a loss. This would allow firms to sustain a monopoly position in a market.7.0 Influences of different costTotal Cost = Total Fixed Cost + Total Variable CostIn the short term, fixed cost shows steady, the total variable cost (TVC) was increase as the company expands its production. The Total cost (TC) is quite parallel to the TVC curve because of the total fixed cost (TFC) is steady. TC equals to TVC add TFC, and consider that the TFC is steady in short term the TC will be rocket with the TVC rise.Average cost and Marginal cost of u-shaped curve: When diminishing returns●Output Q1 the marginal cost curve starts to rise. Average total cost continues tofall until output Q2 where the rise in average variable cost equates with the fall in average fixed cost.●Output Q2 is the lowest point of the ATC curve for this business in the short run.This is known as the output of productive efficiency.。

《公司治理理论研究国内外文献综述4700字》

公司治理理论研究国内外文献综述目录公司治理理论研究国内外文献综述 (1)（一）国内文献综述 (1)（二）国外文献综述 (2)一、公司治理理论概述 (3)（一）公司治理的概念 (3)（二）公司治理理论的分类 (3)（三）基于新古典资源配置观的公司治理理论概述 (4)（四）20世纪末新兴的公司治理理论概述 (5)参考文献： (6)（一）国内文献综述1、公司治理的内涵。

李粮（2020）认为首先应当将公司治理和内部控制这两个概念明确区分开来。

对于公司治理而言，他认为公司治理关注的是一个企业的经营策略该如何制定，且如何确保该经营策略的合理性。

内部控制则关注的是企业如何在经营活动中贯彻该策略[1]。

任丽英（2019）对各个学者对公司治理所作的定义进行研究，她认为公司治理就是指公司的所有者为解决其与管理者之间的“代理问题”而从各个方面对公司全局的运作与经营所做的一种体系化、常态化的安排。

它既包括企业组织结构的框架设计，也包括外部治理的安排[2]。

赵烜一(2017）将公司治理简要概括为一种为公司进行的各项活动提供运行方案并对其运行过程进行监督的管理系统。

它的重要内容包括：所有者的权利、管理者的职责以及公司各项活动的公开性[3]。

安彬彬（2010）认为公司治理的本质是一种多个要素的分配方法，而公司治理的存在意义便是依托于这种分配的原则和方法，根据具体情况配置权、责、利[4]。

2、古典管家理论以及委托代理理论。

周金泉和何文晋（2014）指出在古典管家理论的框架下面，毫无疑问，企业是不存在代理问题的，因为公司本身已经处在一个完全信息的市场中，自然，这种假设里公司治理也没有任何意义，不再成为公司所需要的控制经营的工具[5]。

张雅（2021）认为委托代理理论的意图在于降低代理人与企业所有者因双方可能的利益不一致以及彼此间信息的不同步而带来的“代理成本”。

基于此，他认为应当从改善内部监督机制以及建立“心灵契约”等方法解决这个问题[6]。

《公司治理》课程教学大纲

公司治理》课程教学大纲课程代码：课程中文名称：公司治理课程英文名称：Corporate Governance 课程性质：专业必修课课程学分：2 学分课程学时数：32 学时授课对象：会计专业本课程的前导课程：《西方经济学》、《公司法》一、课程简介公司治理是企业长治久安的根本，公司治理结构是现代企业制度建设的根基。

本课程介绍公司治理的概念、内容与主要模式，分析公司股权的安排、董事会的构成和运作、监事会的组成与运作、经理层的责权利等内容，结合中国企业的实际公司治理现状，介绍具体公司治理的案例，帮助学生梳理公司治理的思路，避免公司治理的风险。

二、教学基本内容和要求课程教学内容：（一）公司治理学：新兴学科的诞生1．企业制度的演进与公司治理问题的产生。

2．公司治理研究的主题与内涵。

3．公司治理学的研究对象、学科性质与研究方法。

（二）公司治理：理论框架与基本问题1．公司科层契约与公司治理体系。

2．公司治理边界及其原理。

3．有效公司治理机制的设计原则和企业竞争力。

（三）股东权益：谁是治理主体1．股东权益及其特征。

2．股东大会及中小股东权益保护。

3．公司治理主体的选择。

（四）董事会和监事会：设置与运作1．董事会的设置与运作。

2．监事会的设置与运作。

（五）独立董事：实质重于形式1．独立董事制度的产生与发展。

2．独立董事的独立性。

3．独立董事作用及其决策参与机制的设计。

（六）高层管理者：激励与约束1．高层管理者的激励机制。

2．高层管理者的约束机制。

3．高层管理者激励与约束的长效机制。

（七）证劵市场与控制权配置：走向成熟1．股票市场、资本结构域控制权配置。

2．公司并购与公司剥离。

3．证劵市场监管与信息披露。

（八）银行治理：从治理者到被治理者1．商业银行与公司治理。

2．商业银行治理的一般性分析。

3．我国国有商业银行治理及其改进。

（九）机构投资者治理：从幕后到台前1．机构投资者的种类和特点。

2．机构投资者参与公司治理的机理分析。

股权结构与公司价值相关性的研究

股权结构与公司价值相关性的研究本文从网络收集而来，上传到平台为了帮到更多的人，如果您需要使用本文档，请点击下载按钮下载本文档（有偿下载），另外祝您生活愉快，工作顺利，万事如意！一、引言公司价值这一概念，早在20世纪50年代中期在国外就被明确提了出来，随着现代经济以及财务管理理论的发展，公司价值的观念已经深入人心。

公司的一切活动都是围绕价值创造进行的，从公司战略开始到融资、投资、公司治理等都是为了公司价值增值。

作为影响公司价值的主要因素，资本结构、公司治理、公司战略对公司价值有着重大的影响。

其中，股权结构是公司治理的基础，其分布直接决定了公司控制权在不同股东之间的分配，股权结构不同，决定了股权所有者在公司内部话语权的差异，并形成不同的公司治理制度，进而影响公司价值。

在股权高度分散的英美国家，公司治理的主要问题来自于经理人与股东之间的代理冲突，而在股权高度集中的东亚和西欧国家，大股东具有足够的激励控制公司。

因此，公司治理问题的实质，演变为大股东与小股东之间的利益冲突，具体表现为大股东凭借其控制权地位进行侵害小股东利益的“掏空”行为。

在我国证券市场上，这种现象尤其突出。

我国上市公司股权结构表现为非流通股东居主导地位的股权高度集中模式，在这种模式下，大股东具有足够的动因和能力掠夺小股东利益。

唐宗明等研究发现我国上市公司大股东侵害小股东的程度远高于美英国家。

虽然xx年后，中国证券市场监管层出台了逐步实施股权分置改革的方案，第一大股东一股独大的现象有所缓解，但是通过研究股权结构与企业价值的关系，来研究如何有效抑制大股东掠夺行为的公司治理模式极具重要意义。

公司的股权结构分布直接决定了公司控制权在不同股东之间的分配。

不同股东因在公司所拥有股权的不同，决定了在公司内部话语权的差异，并形成不同的公司治理制度，进而影响公司绩效。

因此，股权结构才是决定公司绩效、公司价值的物质基础。

本文从股权中的股权属性、管理层持股、股权集中度和股权制衡度几个方面，多角度研究其与上市公司价值的相关性。

公司治理外文书籍

公司治理外文书籍
以下是一些关于公司治理的外文书籍推荐：
《公司治理》(Corporate Governance) - 国立政治大学财务管理研究所教授郑志弘著，详细介绍了公司治理的理论框架、机制和实务，适合初学者。

《Corporation Governance: Principles, Policies, and Practices》- R. I. Tricker著，研究公司治理的经典著作，综合了理论和实践，并涵盖了全球
范围内的案例研究。

《Good to Great by Jim Collins》- 通过分析包括可口可乐、英特尔、通
用电气等在内的著名公司，讨论他们是如何保持长期的发展，这对中国公司建立百年老店的目标应该很有启发。

《First, break all the rules by Marcus Buckingham and Curt Coffman》- 通过大量的调查和分析，讲述优秀的经理人是如何鼓励员工实现潜能的，
而不是通过简单的金钱和福利手段，对于真正理解美国公司的管理和文化很有实战意义。

《Strength Finder by Tom Rath》- 讲述如何找到和充分发挥个人的长处，跟传统文化的一些提高自己的短处的思路有很大的不同。

此外，还有《董事会运作手册》、《公司治理：中国学习与实践》等书籍，这些书籍都是关于公司治理的经典之作，对于深入了解公司治理的原理和实践非常有帮助。

文献检索与论文写作作业

3
根据对图书文献资料和网络资源的查询与归纳总结，对银行网点理财客户营销的研究与实践成果和结论，主要有如下四个方面： (l) 商业银行理财客户营销的研究理财客户起源于金融创新，是一种个性化、综合化服务。从个人投资者的非理性和理性、获取的信息是否充分和对称的角度上，以及结合个人投资者的生命周期、投资喜好和社会的特点等相关方面因素，对理财客户营销进行了深入研究和分析。1952 年马可维茨 (HarryMarkowitz) 提出了投资组合理论 ;1964 年威廉 · 夏普 (Williamsh 抑 e)、1965 年约翰·林特纳(JohnLininer)和简莫辛 (JanMossin)分别独立提出了资本资产定价模型理论。此外，对理财客户营销的发展情况一些经济学家作了相关的介绍。夸克·霍、克里斯·罗宾逊编写的《个人理财策划》一文，不国内外研究动态、现状及文献综述论是在理论方面还是实践方面，全面介绍了加拿大商业银行理财客户营销的主要产品和基本框架。美国经济学家玛丽·安娜·佩苏略在《银行家市场营销》中，把商业银行的管理和市场营销学的原理有机结合，对商业银行营销战略、市场细分和市场定位、银行理财工具的创新等方面进行了研究。王珺 2008 年 10 月发表的《我国商业银行发展理财客户营销策略研究》中国金融理财标准委员会将个人理财服务称为金融理财，认为个人理财是一种综合金融服务，是指专业理财人士收集客户家庭状况、财务状况和生涯目标等资料，为客户量身定制合适的理财方案并及时执行、监控和调整，最终满足客户人生不同阶段的财务需求，香港理工大学的陈工孟教授和郑子云教授在他们合著的《个人财务规划》一书中将个人理财定义为个人财务规划，即评估客户各方面财务需求的综合过程。冯立华在 2009 年 4 月发表的《北京银行个人业务市场营销策略研究》指出，根据罗兰贝格战略咨询框架，认为竞争分析主要是将本企业与竞争对手在市场、渠道、产品、营销策略等各方面作对比分析。王洪栋等(2014)面对目前零售银行面对的众多难以解决的问题，举例说明怎么样打造财富管理的中枢与竞争能力、怎么样去策划财富管理的专业业务方案、怎么样来规划财富管理的一系列的产品、怎么样壮大客户群体和营销队伍，提出来十分到位的见解和方法。 (2)银行网点营销策略的研究郭福春、李敏（ 2010）针对中国商业银行也发展的现存问题 ,

企业换股并购中的换股比率决策分析

Southwestern University of Finance and Economics届本科毕业论文（设计）论文题目：企业换股并购中的换股比率决策分析学生姓名：所在学院：学院专业：财务管理学号：指导教师：成绩：西南财经大学本科学生毕业论文（设计）开题报告表论文（设计）类型：A—理论研究；B—应用研究；C—软件设计等；中文摘要并购在西方是一种历史较为久远的经济现象，起始于19世纪下半叶，随着世界一体化进程的加快，各国企业都通过并购来增强自身实力，强强联合。

并购成为企业自身飞速发展的捷径。

在企业并购百年的发展历史进程中，其支付方式呈多样化趋势发展。

目前并购支付方式主要包括：现金支付方式、换股并购方式、综合证券支付方式、杠杆收购方式等。

我国企业并购支付方式也从以前的现金收购、资产折股和无偿划拨，扩展到采用换股并购或债券并购的方式支付。

作为国外并购中广泛采用的支付方式，换股并购也因我国股票市场全流通时代的到来和《上市公司收购管理办法》的颁布而日渐盛行。

本文将分四个部分对换股并购的相关问题进行分析，试图使该论文对并购实践具有一定的理论意义。

首先，笔者将在文献综述部分对企业并购在世界及中国资本市场的发展历史及现状以及对企业并购的研究历史及研究现状的阐述开始，简要分析企业并购行为在中国资本市场的现状以及其在学术界被讨论的基本现状，由此简要说明本文所作分析的目的和意义。

其次，换股并购和换股比率的内涵及关系部分将对企业并购中的换股并购方式的内涵及其发展现状进行进一步的分析，具体阐述其内涵、分类以及其优劣及其并购绩效的影响因素。

其中换股比率的确定及其与换股并购的关系问题是笔者要在本文中着重分析的内容。

本文将对并购比率的确定问题，进行一系列的阐述和分析。

着重于阐明换股比率的定义及其不同确定方法，以及对于不同企业的并购比率确定方法的基本选取条件进行详细的阐述和分析，力图在从整体上将换股并购方式的内涵以及其并购比率的确定问题的相关内容分析清楚。

金融理论与公司政策(第四版)

金融理论与公司政策（第四版）
20xx年中国人民大学出版社出版的图书
01 推荐
03 作者简介
目录
02 内容简介 04 目录
《金融理论与公司政策（第四版）》是2012年08月中国人民大学出版社出版的图书，作者是(美)科普兰。
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推荐
托马斯·E·科普兰、J·弗雷德·韦斯顿、库尔迪普·夏斯特里所著的《金融理论与公司政策(第四版)》一书将金融理论、经验证据和公司实践融为一体，从一个独特的视角准确阐述了现代金融学的主要内容，向读者展示了金融学和公司财务学的前沿研究成果和广阔发展前景。该书问世以来，内容不断拓展更新，已出版至第四版，成为世界公认的金融学经典著作。该书不仅在美国颇受青睐，还被翻译为德语和葡萄牙语等，被亚欧很多高校选定为金融学博士教育及MBA教育的重要教科书，深受学者及金融实务界人士的欢迎。
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作者简介
托马斯E科普兰（Thomas E. Copeland），现任摩立特集团(Monitor Group)首席公司财务官以及公司理财部总经理。他在约翰霍普金斯大学取得学士学位，沃顿商学院取得工商管理硕士学位，宾夕法尼亚大学取得应用经济学博士学位。曾在加利福尼亚大学洛杉矶分校任金融学专职教授，并担任系主任一职。后在纽约麦肯锡公司担任合伙人及公司理财部负责人。并曾在纽约大学、麻省理工学院及哈佛商学院担任兼职教授。
目录
第一部分金融理论第1章导论：资本市场、消费和投资 A.引言 B.不存在资本市场时的消费和投资 C.存在资本市场时的消费和投资 D.市场与交易成本 E.交易成本及其分类小结参考文献第2章投资决策：基于确定状况 A. 引言 B.费雪分离定理：投资决策中的个人效用偏好分离 C.代理问题 D.股东财富最大化 E.资本预算法 F.净现值和内部收益率的比较 G.基于资本预算的现金流 H.放松假设小结参考文献第3章选择理论：不确定状况下的效用理论 A.不确定状况下的选择五公理 B.且构建效用函数 C.风险规避的定义 D.低风险与高风险下风险规避程度的比较 E.随机占优 F.决策标准：均值与方差 G.均值一方差悖论 H.近期研究与经验证据小结参考文献第4章选择目标：均值一方差投资组合理论 A.单项资产风险与收益的度量 B.投资组合风险与收益的度量 C.两项风险资产(不含无风险资产)构成的有效集 D.一项风险资产和一项无风险资产构成的有效集 E.最优投资组合选择：多项资产 F.投资组合多元化与单项资产风险小结参考文献第5章市场均衡：资本资产定价模型和套利定价理论 A.引言 B.市场投资组合的有效性 C.CAPM的推导 D.CAPM的性质 E.运用CAPM估值：不确定状况下的单期模型 F.CAPM 在公司政策中的应用 G.CAPM的扩展 H.CAPM的实证检验 I.市场风险溢价 J.实证市场线 K.评价业绩问题：罗尔的批评 L.套利定价理论 M.套利定价理论的实证检验小结参考文献第6章或有要求权定价：期权定价理论与证据 A.引言 B.影响欧式期权价格的因素 C.组合期权：图形表示 D.股权即是看涨期权 E.看跌与看涨期权的平价关系 F.看涨期权边界值的占优定理 G.期权定价公式的推导——二项式方法 H.不支付股利的股票看涨期权定价 L.美式看跌期权定价 J.期权定价模型的扩展 K.期权定价模型的实证分析小结参考文献第7章不确定状况下的多期资本预算：实物期权分析 A.引言 D.净现值与决策树和实物期权的比较 C.实物期权定价的三个关键假设 D.

The Multinational Corporation as an Interorganizational Network

The Multinational Corporation as an Interorganizational NetworkAuthor(s): Sumantra Ghoshal and Christopher A. BartlettSource: The Academy of Management Review, Vol. 15, No. 4 (Oct., 1990), pp. 603-625 Published by: Academy of ManagementStable URL: /stable/258684Accessed: 27/02/2010 09:33Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use.Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at/action/showPublisher?publisherCode=aom.Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission.JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@.Academy of Management is collaborating with JSTOR to digitize, preserve and extend access to The Academyof Management Review.。

A_Survey_of_Corporate_Governance中文版

1、文章写作背景投资者将资金投入到公司，如何能保证收回收益？保证资金不被管理者非理性投资或占用？投资者将资金投入公司后，就与其资本分离。

控制公司的经理就有可能占用投资者的资金。

虽然先进的市场经济解决了公司治理的一些问题，保证大量的资金流向公司，给投资者回报，但这并不意味着公司治理问题就被解决了。

公司治理研究在实践上非常重要。

即使在发达的市场经济中，关于各种公司治理机制孰优孰劣仍有争议。

公司治理机制就是经济和法律制度，并受到政治的影响。

我们虽然同意产品市场竞争可能对经济效率的影响最大，但我们怀疑它能否解决公司治理问题。

产品竞争可能减少资本收益，从而减少可能被管理占用的资金的数量，但这并不能阻止管理者在资本沉没后占用收益。

仅仅竞争理论是无法解决这个问题的，公司治理的研究就尤为必要。

2、研究的主要问题、《公司治理概览》，综述型的文献，1997年以前，关于公司治理研究的情况，侧重点放在投资者法律保护的重要性，以及在世界各国公司治理体系中集中所有权的重要性方面。

3、研究思路第一节: 代理问题的特质，并讨论了一些标准代理模型。

解决代理问题的方案集中在激励契约。

最后得出结论，即使在发达的市场经济中这类问题仍然大量存在.第二到第四节: 公司吸引资本的各种方式。

第二节：企业如何在不给投资者任何真正的权力的情况在筹集资金。

方法一：信誉建设，方法二：投资者对资本市场的过度乐观结论：这些不可能是投资者信任公司并对其投资的唯一原因。

第三节和第四节:解决公司治理问题最常见的两种做法，但都需要赋予投资者一定的权力。

办法一：通过法律保护给投资者一定权力防止管理人员占用。

保护少数民族的权利和法律禁止的管理自我交易的例子，这种机制。

办法二：大投资者所有制（集中所有权）：匹配重大控制权的重大现金流的权利。

大多数的公司治理机制，包括大量股权，银行的关系，甚至并购，可视为例子大型机构投资者行使其权力的例子。

我们讨论如何减少大型机构投资者的成本。

国内外资本结构理论综述

国内外资本结构理论综述邵榕筠安徽财经大学摘要：资本结构理论研究的根本问题是资本结构与企业价值的关系，在研究根本问题的过程中，对资本结构影响因素的研究也是必不可少的。

本文对国内外资本结构理论作了一个较为丰富的综述，并关注了近年来资本结构理论的研究趋势，以期为资本结构的进一步研究提供一些视角。

关键词：资本结构企业价值研究综述一、引言资本结构是企业进行融资活动，在内部决策与外部约束共同作用下形成的状态，其包含的信息含量巨大，涉及到企业运营的方方面面；大多数学者的研究表明，其对企业价值的相关性是相当显著的，因此资本结构的研究具有重大的意义。

资本结构的研究主要有两大部分：一是资本结构的影响因素，二是资本结构与企业价值的相关性。

前者是试图对既存的资本结构作出解释，后者实际上回答了是否有最优资本结构的存在这一问题。

这两大部分是相互贯通的：给定资本结构与企业价值相关时，在理想状态下以企业价值最大化为目标进行的融资决策就构成了对资本结构的影响；对资本结构与企业价值相关性进行分析时更不能忽略影响资本结构的因素。

即使对于这两大部分的研究都十分密集，资本结构研究的主题或是落脚点始终是其对企业价值的影响（后者），前者的研究是为后者服务的。

正是通过对前者的研究，使得人们发现对后者的研究需要在不同层面上有所区分，否则会得到错误的结论。

近年来的研究趋势体现为细化研究样本的异质性、注重资本结构调整的动态性、由单个公司决策模型转向产业内企业之间的相机决策、强调资本结构决策与企业投资战略相配合以及越来越关注资本结构决策过程中各主体行为的影响，总之是不断增强资本结构研究的实际意义。

本文对一些代表性的资本结构理论进行梳理，以期为资本结构的进一步研究提供参考。

二、解释既存资本结构既存资本结构的形成有两方面原因：一是直接受到客观环境的制约；二是各种因素通过影响决策主体的主观决策间接影响资本结构。

国外学者研究影响资本结构的因素可以归为五类：国家因素、宏观经济因素、行业因素、公司特征因素、决策主体行为因素。