Bidding for firms An asymmetric auction model of interjurisdictional competition

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WHO预认证和对原料药的要求

WHO预认证和对原料药的要求

蒿甲醚 青蒿琥酯 动脉醚 阿莫地喹 双氢青蒿素 氟喹 周效磺胺 乙胺嘧啶 哌喹 本芴醇
国际药典 国际药典(2009年10月修订的专著) 国际药典 国际药典、美国药典 国际药典 国际药典、欧洲药典、美国药典 国际药典、欧洲药典、美国药典 国际药典、欧洲药典、美国药典 国际药典、欧洲药典、美国药典 国际药典 (2019年7月)
CEP 选项 在PQ档案中提供什么?
最新版本的CEP和所有附录+适当填写了的进入方框
CEP可能没有涵盖的信息
– 理化特性和任何有关的测试 – 容器密闭系统(如果CEP没有提及的话) – 稳定性数据(如CEP没有提及再次检测阶段)
批量分析结果(在专著中列出的属性+任何CEP列出的检测+无菌, 如适用)
药品采购机制等) – 产品会议上,世界卫生组织推荐质量标准包括在资格预审的产品清单中 – 列入清单并不意味着世界卫生组织对产品和其生产基地许可方面的任何批准,
这是国家当局唯一的特权
4 | Quality of Active Pharmaceutical Ingredients, Beijing, March 2010
WHO预认证和对原料药的要求
Maryam MEHMANDOUST, PhD
AFSSAPS On behalf of WHO Prequalification Medicines Programme
Quality of Active Pharmaceutical Ingredients, Beijing, March 2019
在无菌物质的情况(如安宫黄体酮)如果对FPP,没有后续的消毒 -按照CEP制定的,描述灭菌过程 -数据验证
– CEP选项 – APIMF选项:程序问题 – 档案中的数据

美国公司法证券法历年经典论文列表

美国公司法证券法历年经典论文列表

美国是世界上公司法、证券法研究最为发达的国家之一,在美国法学期刊(Law Review & Journals)上每年发表400多篇以公司法和证券法为主题的论文。

自1994年开始,美国的公司法学者每年会投票从中遴选出10篇左右重要的论文,重印于Corporate Practice Commentator,至2008年,已经评选了15年,计177篇论文入选。

以下是每年入选的论文列表:2008年(以第一作者姓名音序为序):1.Anabtawi, Iman and Lynn Stout. Fiduciary duties for activist shareholders. 60 Stan. L. Rev. 1255-1308 (2008).2.Brummer, Chris. Corporate law preemption in an age of global capital markets. 81 S. Cal. L. Rev. 1067-1114 (2008).3.Choi, Stephen and Marcel Kahan. The market penalty for mutual fund scandals. 87 B.U. L. Rev. 1021-1057 (2007).4.Choi, Stephen J. and Jill E. Fisch. On beyond CalPERS: Survey evidence on the developing role of public pension funds in corporate governance. 61 V and. L. Rev. 315-354 (2008).5.Cox, James D., Randall S. Thoma s and Lynn Bai. There are plaintiffs and…there are plaintiffs: An empirical analysis of securities class action settlements. 61 V and. L. Rev. 355-386 (2008).6.Henderson, M. Todd. Paying CEOs in bankruptcy: Executive compensation when agency costs are low. 101 Nw. U. L. Rev. 1543-1618 (2007).7.Hu, Henry T.C. and Bernard Black. Equity and debt decoupling and empty voting II: Importance and extensions. 156 U. Pa. L. Rev. 625-739 (2008).8.Kahan, Marcel and Edward Rock. The hanging chads of corporate voting. 96 Geo. L.J. 1227-1281 (2008).9.Strine, Leo E., Jr. Toward common sense and common ground? Reflections on the shared interests of managers and labor in a more rational system of corporate governance. 33 J. Corp. L. 1-20 (2007).10.Subramanian, Guhan. Go-shops vs. no-shops in private equity deals: Evidence and implications.63 Bus. Law. 729-760 (2008).2007年:1.Baker, Tom and Sean J. Griffith. The Missing Monitor in Corporate Governance: The Directors’ & Officers’ Liability Insurer. 95 Geo. L.J. 1795-1842 (2007).2.Bebchuk, Lucian A. The Myth of the Shareholder Franchise. 93 V a. L. Rev. 675-732 (2007).3.Choi, Stephen J. and Robert B. Thompson. Securities Litigation and Its Lawyers: Changes During the First Decade After the PSLRA. 106 Colum. L. Rev. 1489-1533 (2006).4.Coffee, John C., Jr. Reforming the Securities Class Action: An Essay on Deterrence and Its Implementation. 106 Colum. L. Rev. 1534-1586 (2006).5.Cox, James D. and Randall S. Thomas. Does the Plaintiff Matter? An Empirical Analysis of Lead Plaintiffs in Securities Class Actions. 106 Colum. L. Rev. 1587-1640 (2006).6.Eisenberg, Theodore and Geoffrey Miller. Ex Ante Choice of Law and Forum: An Empirical Analysis of Corporate Merger Agreements. 59 V and. L. Rev. 1975-2013 (2006).7.Gordon, Jeffrey N. The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder V alue and Stock Market Prices. 59 Stan. L. Rev. 1465-1568 (2007).8.Kahan, Marcel and Edward B. Rock. Hedge Funds in Corporate Governance and Corporate Control. 155 U. Pa. L. Rev. 1021-1093 (2007).ngevoort, Donald C. The Social Construction of Sarbanes-Oxley. 105 Mich. L. Rev. 1817-1855 (2007).10.Roe, Mark J. Legal Origins, Politics, and Modern Stock Markets. 120 Harv. L. Rev. 460-527 (2006).11.Subramanian, Guhan. Post-Siliconix Freeze-outs: Theory and Evidence. 36 J. Legal Stud. 1-26 (2007). (NOTE: This is an earlier working draft. The published article is not freely available, and at SLW we generally respect the intellectual property rights of others.)2006年:1.Bainbridge, Stephen M. Director Primacy and Shareholder Disempowerment. 119 Harv. L. Rev. 1735-1758 (2006).2.Bebchuk, Lucian A. Letting Shareholders Set the Rules. 119 Harv. L. Rev. 1784-1813 (2006).3.Black, Bernard, Brian Cheffins and Michael Klausner. Outside Director Liability. 58 Stan. L. Rev. 1055-1159 (2006).4.Choi, Stephen J., Jill E. Fisch and A.C. Pritchard. Do Institutions Matter? The Impact of the Lead Plaintiff Provision of the Private Securities Litigation Reform Act. 835.Cox, James D. and Randall S. Thomas. Letting Billions Slip Through Y our Fingers: Empirical Evidence and Legal Implications of the Failure of Financial Institutions to Participate in Securities Class Action Settlements. 58 Stan. L. Rev. 411-454 (2005).6.Gilson, Ronald J. Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy. 119 Harv. L. Rev. 1641-1679 (2006).7.Goshen , Zohar and Gideon Parchomovsky. The Essential Role of Securities Regulation. 55 Duke L.J. 711-782 (2006).8.Hansmann, Henry, Reinier Kraakman and Richard Squire. Law and the Rise of the Firm. 119 Harv. L. Rev. 1333-1403 (2006).9.Hu, Henry T. C. and Bernard Black. Empty V oting and Hidden (Morphable) Ownership: Taxonomy, Implications, and Reforms. 61 Bus. Law. 1011-1070 (2006).10.Kahan, Marcel. The Demand for Corporate Law: Statutory Flexibility, Judicial Quality, or Takeover Protection? 22 J. L. Econ. & Org. 340-365 (2006).11.Kahan, Marcel and Edward Rock. Symbiotic Federalism and the Structure of Corporate Law.58 V and. L. Rev. 1573-1622 (2005).12.Smith, D. Gordon. The Exit Structure of V enture Capital. 53 UCLA L. Rev. 315-356 (2005).2005年:1.Bebchuk, Lucian Arye. The case for increasing shareholder power. 118 Harv. L. Rev. 833-914 (2005).2.Bratton, William W. The new dividend puzzle. 93 Geo. L.J. 845-895 (2005).3.Elhauge, Einer. Sacrificing corporate profits in the public interest. 80 N.Y.U. L. Rev. 733-869 (2005).4.Johnson, . Corporate officers and the business judgment rule. 60 Bus. Law. 439-469 (2005).haupt, Curtis J. In the shadow of Delaware? The rise of hostile takeovers in Japan. 105 Colum. L. Rev. 2171-2216 (2005).6.Ribstein, Larry E. Are partners fiduciaries? 2005 U. Ill. L. Rev. 209-251.7.Roe, Mark J. Delaware?s politics. 118 Harv. L. Rev. 2491-2543 (2005).8.Romano, Roberta. The Sarbanes-Oxley Act and the making of quack corporate governance. 114 Y ale L.J. 1521-1611 (2005).9.Subramanian, Guhan. Fixing freezeouts. 115 Y ale L.J. 2-70 (2005).10.Thompson, Robert B. and Randall S. Thomas. The public and private faces of derivative lawsuits. 57 V and. L. Rev. 1747-1793 (2004).11.Weiss, Elliott J. and J. White. File early, then free ride: How Delaware law (mis)shapes shareholder class actions. 57 V and. L. Rev. 1797-1881 (2004).2004年:1Arlen, Jennifer and Eric Talley. Unregulable defenses and the perils of shareholder choice. 152 U. Pa. L. Rev. 577-666 (2003).2.Bainbridge, Stephen M. The business judgment rule as abstention doctrine. 57 V and. L. Rev. 83-130 (2004).3.Bebchuk, Lucian Arye and Alma Cohen. Firms' decisions where to incorporate. 46 J.L. & Econ. 383-425 (2003).4.Blair, Margaret M. Locking in capital: what corporate law achieved for business organizers in the nineteenth century. 51 UCLA L. Rev. 387-455 (2003).5.Gilson, Ronald J. and Jeffrey N. Gordon. Controlling shareholders. 152 U. Pa. L. Rev. 785-843 (2003).6.Roe, Mark J. Delaware 's competition. 117 Harv. L. Rev. 588-646 (2003).7.Sale, Hillary A. Delaware 's good faith. 89 Cornell L. Rev. 456-495 (2004).8.Stout, Lynn A. The mechanisms of market inefficiency: an introduction to the new finance. 28 J. Corp. L. 635-669 (2003).9.Subramanian, Guhan. Bargaining in the shadow of takeover defenses. 113 Y ale L.J. 621-686 (2003).10.Subramanian, Guhan. The disappearing Delaware effect. 20 J.L. Econ. & Org. 32-59 (2004)11.Thompson, Robert B. and Randall S. Thomas. The new look of shareholder litigation: acquisition-oriented class actions. 57 V and. L. Rev. 133-209 (2004).2003年:1.A yres, Ian and Stephen Choi. Internalizing outsider trading. 101 Mich. L. Rev. 313-408 (2002).2.Bainbridge, Stephen M. Director primacy: The means and ends of corporate governance. 97 Nw. U. L. Rev. 547-606 (2003).3.Bebchuk, Lucian, Alma Cohen and Allen Ferrell. Does the evidence favor state competition in corporate law? 90 Cal. L. Rev. 1775-1821 (2002).4.Bebchuk, Lucian Arye, John C. Coates IV and Guhan Subramanian. The Powerful Antitakeover Force of Staggered Boards: Further findings and a reply to symposium participants. 55 Stan. L. Rev. 885-917 (2002).5.Choi, Stephen J. and Jill E. Fisch. How to fix Wall Street: A voucher financing proposal for securities intermediaries. 113 Y ale L.J. 269-346 (2003).6.Daines, Robert. The incorporation choices of IPO firms. 77 N.Y.U. L. Rev.1559-1611 (2002).7.Gilson, Ronald J. and David M. Schizer. Understanding venture capital structure: A taxexplanation for convertible preferred stock. 116 Harv. L. Rev. 874-916 (2003).8.Kahan, Marcel and Ehud Kamar. The myth of state competition in corporate law. 55 Stan. L. Rev. 679-749 (2002).ngevoort, Donald C. Taming the animal spirits of the stock markets: A behavioral approach to securities regulation. 97 Nw. U. L. Rev. 135-188 (2002).10.Pritchard, A.C. Justice Lewis F. Powell, Jr., and the counterrevolution in the federal securities laws. 52 Duke L.J. 841-949 (2003).11.Thompson, Robert B. and Hillary A. Sale. Securities fraud as corporate governance: Reflections upon federalism. 56 V and. L. Rev. 859-910 (2003).2002年:1.Allen, William T., Jack B. Jacobs and Leo E. Strine, Jr. Function over Form: A Reassessment of Standards of Review in Delaware Corporation Law. 26 Del. J. Corp. L. 859-895 (2001) and 56 Bus. Law. 1287 (2001).2.A yres, Ian and Joe Bankman. Substitutes for Insider Trading. 54 Stan. L. Rev. 235-254 (2001).3.Bebchuk, Lucian Arye, Jesse M. Fried and David I. Walker. Managerial Power and Rent Extraction in the Design of Executive Compensation. 69 U. Chi. L. Rev. 751-846 (2002).4.Bebchuk, Lucian Arye, John C. Coates IV and Guhan Subramanian. The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy. 54 Stan. L. Rev. 887-951 (2002).5.Black, Bernard and Reinier Kraakman. Delaware’s Takeover Law: The Uncertain Search for Hidden V alue. 96 Nw. U. L. Rev. 521-566 (2002).6.Bratton, William M. Enron and the Dark Side of Shareholder V alue. 76 Tul. L. Rev. 1275-1361 (2002).7.Coates, John C. IV. Explaining V ariation in Takeover Defenses: Blame the Lawyers. 89 Cal. L. Rev. 1301-1421 (2001).8.Kahan, Marcel and Edward B. Rock. How I Learned to Stop Worrying and Love the Pill: Adaptive Responses to Takeover Law. 69 U. Chi. L. Rev. 871-915 (2002).9.Kahan, Marcel. Rethinking Corporate Bonds: The Trade-off Between Individual and Collective Rights. 77 N.Y.U. L. Rev. 1040-1089 (2002).10.Roe, Mark J. Corporate Law’s Limits. 31 J. Legal Stud. 233-271 (2002).11.Thompson, Robert B. and D. Gordon Smith. Toward a New Theory of the Shareholder Role: "Sacred Space" in Corporate Takeovers. 80 Tex. L. Rev. 261-326 (2001).2001年:1.Black, Bernard S. The legal and institutional preconditions for strong securities markets. 48 UCLA L. Rev. 781-855 (2001).2.Coates, John C. IV. Takeover defenses in the shadow of the pill: a critique of the scientific evidence. 79 Tex. L. Rev. 271-382 (2000).3.Coates, John C. IV and Guhan Subramanian. A buy-side model of M&A lockups: theory and evidence. 53 Stan. L. Rev. 307-396 (2000).4.Coffee, John C., Jr. The rise of dispersed ownership: the roles of law and the state in the separation of ownership and control. 111 Y ale L.J. 1-82 (2001).5.Choi, Stephen J. The unfounded fear of Regulation S: empirical evidence on offshore securities offerings. 50 Duke L.J. 663-751 (2000).6.Daines, Robert and Michael Klausner. Do IPO charters maximize firm value? Antitakeover protection in IPOs. 17 J.L. Econ. & Org. 83-120 (2001).7.Hansmann, Henry and Reinier Kraakman. The essential role of organizational law. 110 Y ale L.J. 387-440 (2000).ngevoort, Donald C. The human nature of corporate boards: law, norms, and the unintended consequences of independence and accountability. 89 Geo. L.J. 797-832 (2001).9.Mahoney, Paul G. The political economy of the Securities Act of 1933. 30 J. Legal Stud. 1-31 (2001).10.Roe, Mark J. Political preconditions to separating ownership from corporate control. 53 Stan. L. Rev. 539-606 (2000).11.Romano, Roberta. Less is more: making institutional investor activism a valuable mechanism of corporate governance. 18 Y ale J. on Reg. 174-251 (2001).2000年:1.Bratton, William W. and Joseph A. McCahery. Comparative Corporate Governance and the Theory of the Firm: The Case Against Global Cross Reference. 38 Colum. J. Transnat’l L. 213-297 (1999).2.Coates, John C. IV. Empirical Evidence on Structural Takeover Defenses: Where Do We Stand?54 U. Miami L. Rev. 783-797 (2000).3.Coffee, John C., Jr. Privatization and Corporate Governance: The Lessons from Securities Market Failure. 25 J. Corp. L. 1-39 (1999).4.Fisch, Jill E. The Peculiar Role of the Delaware Courts in the Competition for Corporate Charters. 68 U. Cin. L. Rev. 1061-1100 (2000).5.Fox, Merritt B. Retained Mandatory Securities Disclosure: Why Issuer Choice Is Not Investor Empowerment. 85 V a. L. Rev. 1335-1419 (1999).6.Fried, Jesse M. Insider Signaling and Insider Trading with Repurchase Tender Offers. 67 U. Chi. L. Rev. 421-477 (2000).7.Gulati, G. Mitu, William A. Klein and Eric M. Zolt. Connected Contracts. 47 UCLA L. Rev. 887-948 (2000).8.Hu, Henry T.C. Faith and Magic: Investor Beliefs and Government Neutrality. 78 Tex. L. Rev. 777-884 (2000).9.Moll, Douglas K. Shareholder Oppression in Close Corporations: The Unanswered Question of Perspective. 53 V and. L. Rev. 749-827 (2000).10.Schizer, David M. Executives and Hedging: The Fragile Legal Foundation of Incentive Compatibility. 100 Colum. L. Rev. 440-504 (2000).11.Smith, Thomas A. The Efficient Norm for Corporate Law: A Neotraditional Interpretation of Fiduciary Duty. 98 Mich. L. Rev. 214-268 (1999).12.Thomas, Randall S. and Kenneth J. Martin. The Determinants of Shareholder V oting on Stock Option Plans. 35 Wake Forest L. Rev. 31-81 (2000).13.Thompson, Robert B. Preemption and Federalism in Corporate Governance: Protecting Shareholder Rights to V ote, Sell, and Sue. 62 Law & Contemp. Probs. 215-242 (1999).1999年(以第一作者姓名音序为序):1.Bankman, Joseph and Ronald J. Gilson. Why Start-ups? 51 Stan. L. Rev. 289-308 (1999).2.Bhagat, Sanjai and Bernard Black. The Uncertain Relationship Between Board Composition and Firm Performance. 54 Bus. Law. 921-963 (1999).3.Blair, Margaret M. and Lynn A. Stout. A Team Production Theory of Corporate Law. 85 V a. L. Rev. 247-328 (1999).4.Coates, John C., IV. “Fair V alue” As an A voidable Rule of Corporate Law: Minority Discounts in Conflict Transactions. 147 U. Pa. L. Rev. 1251-1359 (1999).5.Coffee, John C., Jr. The Future as History: The Prospects for Global Convergence in Corporate Governance and Its Implications. 93 Nw. U. L. Rev. 641-707 (1999).6.Eisenberg, Melvin A. Corporate Law and Social Norms. 99 Colum. L. Rev. 1253-1292 (1999).7.Hamermesh, Lawrence A. Corporate Democracy and Stockholder-Adopted By-laws: Taking Back the Street? 73 Tul. L. Rev. 409-495 (1998).8.Krawiec, Kimberly D. Derivatives, Corporate Hedging, and Shareholder Wealth: Modigliani-Miller Forty Y ears Later. 1998 U. Ill. L. Rev. 1039-1104.ngevoort, Donald C. Rereading Cady, Roberts: The Ideology and Practice of Insider Trading Regulation. 99 Colum. L. Rev. 1319-1343 (1999).ngevoort, Donald C. Half-Truths: Protecting Mistaken Inferences By Investors and Others.52 Stan. L. Rev. 87-125 (1999).11.Talley, Eric. Turning Servile Opportunities to Gold: A Strategic Analysis of the Corporate Opportunities Doctrine. 108 Y ale L.J. 277-375 (1998).12.Williams, Cynthia A. The Securities and Exchange Commission and Corporate Social Transparency. 112 Harv. L. Rev. 1197-1311 (1999).1998年:1.Carney, William J., The Production of Corporate Law, 71 S. Cal. L. Rev. 715-780 (1998).2.Choi, Stephen, Market Lessons for Gatekeepers, 92 Nw. U. L. Rev. 916-966 (1998).3.Coffee, John C., Jr., Brave New World?: The Impact(s) of the Internet on Modern Securities Regulation. 52 Bus. Law. 1195-1233 (1997).ngevoort, Donald C., Organized Illusions: A Behavioral Theory of Why Corporations Mislead Stock Market Investors (and Cause Other Social Harms). 146 U. Pa. L. Rev. 101-172 (1997).ngevoort, Donald C., The Epistemology of Corporate-Securities Lawyering: Beliefs, Biases and Organizational Behavior. 63 Brook. L. Rev. 629-676 (1997).6.Mann, Ronald J. The Role of Secured Credit in Small-Business Lending. 86 Geo. L.J. 1-44 (1997).haupt, Curtis J., Property Rights in Firms. 84 V a. L. Rev. 1145-1194 (1998).8.Rock, Edward B., Saints and Sinners: How Does Delaware Corporate Law Work? 44 UCLA L. Rev. 1009-1107 (1997).9.Romano, Roberta, Empowering Investors: A Market Approach to Securities Regulation. 107 Y ale L.J. 2359-2430 (1998).10.Schwab, Stewart J. and Randall S. Thomas, Realigning Corporate Governance: Shareholder Activism by Labor Unions. 96 Mich. L. Rev. 1018-1094 (1998).11.Skeel, David A., Jr., An Evolutionary Theory of Corporate Law and Corporate Bankruptcy. 51 V and. L. Rev. 1325-1398 (1998).12.Thomas, Randall S. and Martin, Kenneth J., Should Labor Be Allowed to Make Shareholder Proposals? 73 Wash. L. Rev. 41-80 (1998).1997年:1.Alexander, Janet Cooper, Rethinking Damages in Securities Class Actions, 48 Stan. L. Rev. 1487-1537 (1996).2.Arlen, Jennifer and Kraakman, Reinier, Controlling Corporate Misconduct: An Analysis of Corporate Liability Regimes, 72 N.Y.U. L. Rev. 687-779 (1997).3.Brudney, Victor, Contract and Fiduciary Duty in Corporate Law, 38 B.C. L. Rev. 595-665 (1997).4.Carney, William J., The Political Economy of Competition for Corporate Charters, 26 J. Legal Stud. 303-329 (1997).5.Choi, Stephen J., Company Registration: Toward a Status-Based Antifraud Regime, 64 U. Chi. L. Rev. 567-651 (1997).6.Fox, Merritt B., Securities Disclosure in a Globalizing Market: Who Should Regulate Whom. 95 Mich. L. Rev. 2498-2632 (1997).7.Kahan, Marcel and Klausner, Michael, Lockups and the Market for Corporate Control, 48 Stan. L. Rev. 1539-1571 (1996).8.Mahoney, Paul G., The Exchange as Regulator, 83 V a. L. Rev. 1453-1500 (1997).haupt, Curtis J., The Market for Innovation in the United States and Japan: V enture Capital and the Comparative Corporate Governance Debate, 91 Nw. U.L. Rev. 865-898 (1997).10.Skeel, David A., Jr., The Unanimity Norm in Delaware Corporate Law, 83 V a. L. Rev. 127-175 (1997).1996年:1.Black, Bernard and Reinier Kraakman A Self-Enforcing Model of Corporate Law, 109 Harv. L. Rev. 1911 (1996)2.Gilson, Ronald J. Corporate Governance and Economic Efficiency: When Do Institutions Matter?, 74 Wash. U. L.Q. 327 (1996)3. Hu, Henry T.C. Hedging Expectations: "Derivative Reality" and the Law and Finance of the Corporate Objective, 21 J. Corp. L. 3 (1995)4.Kahan, Marcel & Michael Klausner Path Dependence in Corporate Contracting: Increasing Returns, Herd Behavior and Cognitive Biases, 74 Wash. U. L.Q. 347 (1996)5.Kitch, Edmund W. The Theory and Practice of Securities Disclosure, 61 Brooklyn L. Rev. 763 (1995)ngevoort, Donald C. Selling Hope, Selling Risk: Some Lessons for Law From Behavioral Economics About Stockbrokers and Sophisticated Customers, 84 Cal. L. Rev. 627 (1996)7.Lin, Laura The Effectiveness of Outside Directors as a Corporate Governance Mechanism: Theories and Evidence, 90 Nw. U.L. Rev. 898 (1996)lstein, Ira M. The Professional Board, 50 Bus. Law 1427 (1995)9.Thompson, Robert B. Exit, Liquidity, and Majority Rule: Appraisal's Role in Corporate Law, 84 Geo. L.J. 1 (1995)10.Triantis, George G. and Daniels, Ronald J. The Role of Debt in Interactive Corporate Governance. 83 Cal. L. Rev. 1073 (1995)1995年:公司法:1.Arlen, Jennifer and Deborah M. Weiss A Political Theory of Corporate Taxation,. 105 Y ale L.J. 325-391 (1995).2.Elson, Charles M. The Duty of Care, Compensation, and Stock Ownership, 63 U. Cin. L. Rev. 649 (1995).3.Hu, Henry T.C. Heeding Expectations: "Derivative Reality" and the Law and Finance of the Corporate Objective, 73 Tex. L. Rev. 985-1040 (1995).4.Kahan, Marcel The Qualified Case Against Mandatory Terms in Bonds, 89 Nw. U.L. Rev. 565-622 (1995).5.Klausner, Michael Corporations, Corporate Law, and Networks of Contracts, 81 V a. L. Rev. 757-852 (1995).6.Mitchell, Lawrence E. Cooperation and Constraint in the Modern Corporation: An Inquiry Into the Causes of Corporate Immorality, 73 Tex. L. Rev. 477-537 (1995).7.Siegel, Mary Back to the Future: Appraisal Rights in the Twenty-First Century, 32 Harv. J. on Legis. 79-143 (1995).证券法:1.Grundfest, Joseph A. Why Disimply? 108 Harv. L. Rev. 727-747 (1995).2.Lev, Baruch and Meiring de V illiers Stock Price Crashes and 10b-5 Damages: A Legal Economic, and Policy Analysis, 47 Stan. L. Rev. 7-37 (1994).3.Mahoney, Paul G. Mandatory Disclosure as a Solution to Agency Problems, 62 U. Chi. L. Rev. 1047-1112 (1995).4.Seligman, Joel The Merits Do Matter, 108 Harv. L. Rev. 438 (1994).5.Seligman, Joel The Obsolescence of Wall Street: A Contextual Approach to the Evolving Structure of Federal Securities Regulation, 93 Mich. L. Rev. 649-702 (1995).6.Stout, Lynn A. Are Stock Markets Costly Casinos? Disagreement, Mark Failure, and Securities Regulation, 81 V a. L. Rev. 611 (1995).7.Weiss, Elliott J. and John S. Beckerman Let the Money Do the Monitoring: How Institutional Investors Can Reduce Agency Costs in Securities Class Actions, 104 Y ale L.J. 2053-2127 (1995).1994年:公司法:1.Fraidin, Stephen and Hanson, Jon D. Toward Unlocking Lockups, 103 Y ale L.J. 1739-1834 (1994)2.Gordon, Jeffrey N. Institutions as Relational Investors: A New Look at Cumulative V oting, 94 Colum. L. Rev. 124-192 (1994)3.Karpoff, Jonathan M., and Lott, John R., Jr. The Reputational Penalty Firms Bear From Committing Criminal Fraud, 36 J.L. & Econ. 757-802 (1993)4.Kraakman, Reiner, Park, Hyun, and Shavell, Steven When Are Shareholder Suits in Shareholder Interests?, 82 Geo. L.J. 1733-1775 (1994)5.Mitchell, Lawrence E. Fairness and Trust in Corporate Law, 43 Duke L.J. 425- 491 (1993)6.Oesterle, Dale A. and Palmiter, Alan R. Judicial Schizophrenia in Shareholder V oting Cases, 79 Iowa L. Rev. 485-583 (1994)7. Pound, John The Rise of the Political Model of Corporate Governance and Corporate Control, 68 N.Y.U. L. Rev. 1003-1071 (1993)8.Skeel, David A., Jr. Rethinking the Line Between Corporate Law and Corporate Bankruptcy, 72 Tex. L. Rev. 471-557 (1994)9.Thompson, Robert B. Unpacking Limited Liability: Direct and V icarious Liability of Corporate Participants for Torts of the Enterprise, 47 V and. L. Rev. 1-41 (1994)证券法:1.Alexander, Janet Cooper The V alue of Bad News in Securities Class Actions, 41 UCLA L.Rev. 1421-1469 (1994)2.Bainbridge, Stephen M. Insider Trading Under the Restatement of the Law Governing Lawyers, 19 J. Corp. L. 1-40 (1993)3.Black, Bernard S. and Coffee, John C. Jr. Hail Britannia?: Institutional Investor Behavior Under Limited Regulation, 92 Mich. L. Rev. 1997-2087 (1994)4.Booth, Richard A. The Efficient Market, portfolio Theory, and the Downward Sloping Demand Hypothesis, 68 N.Y.U. L. Rev. 1187-1212 (1993)5.Coffee, John C., Jr. The SEC and the Institutional Investor: A Half-Time Report, 15 Cardozo L. Rev 837-907 (1994)6.Fox, Merritt B. Insider Trading Deterrence V ersus Managerial Incentives: A Unified Theory of Section 16(b), 92 Mich. L. Rev. 2088-2203 (1994)7.Grundfest, Joseph A. Disimplying Private Rights of Action Under the Federal Securities Laws: The Commission's Authority, 107 Harv. L. Rev. 961-1024 (1994)8.Macey, Jonathan R. Administrative Agency Obsolescence and Interest Group Formation: A Case Study of the SEC at Sixty, 15 Cardozo L. Rev. 909-949 (1994)9.Rock, Edward B. Controlling the Dark Side of Relational Investing, 15 Cardozo L. Rev. 987-1031 (1994)。

国际商事争议英文词汇摘录

国际商事争议英文词汇摘录

国际商事争议解决研究术语摘录常设仲裁法院permanent court of arbitration 国际商会The International Chamber of Commerce,ICC 国际商会友好争议解决规则The ICC Amicable Dispute Resolution Rules 在线争议解决方法Online Dispute Resolution.,ODR 替代性争议解决Alternative Dispute Resolution,ADR 裁判adjudication 自然公正natural justice 正当程序due process 美国公众援救中心center of public sources,CPR 英国争议解决中心The Center for Effective Dispute Resolution,CEDR 管辖根据jurisdiction basis 直接国际裁判管辖权Direct international jurisdictional competence 间接国际裁判管辖权indirect international jurisdictional competence 欧洲自由贸易联盟European Free Trade Association,EFTA 取证嘱托书rogatory commission 审判前文件保留discovery of document 仲裁arbitration 实质性连结因素material connecting factors 联邦仲裁法federal arbitration act,FAA 产业化industry 国际的仲裁文化international arbitration culture程序公正procedural justice 实体公正substantive justice 显然漠视法律原则manifest disregard of law 仲裁协议arbitration agreement 往来函电in an exchange of letters or telegrams 临时仲裁ad hoc arbitration 自动移转规则automatic assignment rule 披露本人的代理agency of disclosed principal 未披露本人的代理agency of undisclosed principal 显名代理agency of named principal 隐名代理agency of unnamed principal 仲裁条款独立性理论doctrine of arbitration clause autonomy 又(称仲裁条款自治性理论reparability of arbitration clause 仲裁条款分离性理论severability of arbitration clause 仲裁条款分割性理论theory of autonomy of the arbitration clause)合同自始无效uoid ab initio 无中不能生有ex nitil nil fit 特殊类型sui genceris 管辖权自决学说compentence de la compentence(Kompetenz-kompetenz。

美国应对细菌耐药国家行动计划

美国应对细菌耐药国家行动计划

NAT IONA L AC T ION PL A N FOR COM BAT I NG A N T IBIOT IC-R ESISTA N TBAC TER I AM A R C H2015Table of ContentsExecutive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Goals1 .Slow the Emergence of Resistant Bacteria and Prevent the Spread of ResistantInfections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .112 .Strengthen National One-Health Surveillance Efforts to Combat Resistance . . . . .243 .Advance Development and Use of Rapid and Innovative Diagnostic Tests forIdentification and Characterization of Resistant Bacteria . . . . . . . . . . . . .364 .Accelerate Basic and Applied Research and Development for New Antibiotics,Other Therapeutics, and Vaccines . . . . . . . . . . . . . . . . . . . . . .405 .Improve International Collaboration and Capacities for Antibiotic-resistancePrevention, Surveillance, Control, and Antibiotic Research and Development . . . . .49 Tables1 .National Targets for Combating Antibiotic-Resistant Bacteria . . . . . . . . . . .62 .Goals and Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . .93 .Antibiotic-Resistant Threats in the United States . . . . . . . . . . . . . . . .60 Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60Executive SummaryAntibiotics have been a critical public health tool since the discovery of penicillin in 1928, saving the lives of millions of people around the world . Today, however, the emergence of drug resistance in bacteria is reversing the miracles of the past eighty years, with drug choices for the treatment of many bacterial infections becoming increasingly limited, expensive, and, in some cases, nonexistent . The Centers for Disease Control and Prevention (CDC) estimates that drug-resistant bacteria cause two million illnesses and approximately 23,000 deaths each year in the United States alone .The National Action Plan for Combating Antibiotic-resistant Bacteria provides a roadmap to guide the Nation in rising to this challenge . Developed in response to Executive Order 13676: Combating Antibiotic-Resistant Bacteria—issued by President Barack Obama on September 18, 2014—the National Action Plan outlines steps for implementing the National Strategy for Combating Antibiotic-Resistant Bacteria and addressing the policy recommendations of the President’s Council of Advisors on Science and Technology (PCAST) . Although its primary purpose is to guide activities by the U .S .Government, the National Action Plan is also designed to guide action by public health, healthcare, and veterinary partners in a common effort to address urgent and serious drug-resistant threats that affect people in the U .S .and around the world . Implementation of the National Action Plan will also support World Health Assembly resolution 67 .25 (Antimicrobial Resistance), which urges countries to take urgent action at the national, regional, and local levels to combat resistance .The goals of the National Action Plan include:1. Slow the Emergence of Resistant Bacteria and Prevent the Spread of Resistant Infections .2. Strengthen National One-Health Surveillance Efforts to Combat Resistance .3. Advance Development and Use of Rapid and Innovative Diagnostic Tests for Identification andCharacterization of Resistant Bacteria .4. Accelerate Basic and Applied Research and Development for New Antibiotics, OtherTherapeutics, and Vaccines .5. Improve International Collaboration and Capacities for Antibiotic-resistance Prevention,Surveillance, Control, and Antibiotic Research and Development .By 2020, implementation of the National Action Plan will lead to major reductions in the incidence of urgent and serious threats, including carbapenem-resistant Enterobacteriaceae (CRE), methicillin-resistant Staphylococcus aureus (MRSA), and Clostridium difficile (see Table 1) . The National Action Plan will also result in improved antibiotic stewardship in healthcare settings, prevention of the spread of drug-resistant threats, elimination of the use of medically-important antibiotics for growth promotion in food animals, and expanded surveillance for drug-resistant bacteria in humans and animals .Other significant outcomes include creation of a regional public health laboratory network, establishment of a specimen repository and sequence database that can be accessed by industrial and academic research-ers, development of new diagnostic tests through a national challenge, and development of two or moreNAT I ONAL ACT I ON P LAN FOR COMBAT I NG ANT I BI OT I C-RESISTANT BACT ERIA antibiotic drug candidates or non-traditional therapeutics for treatment of human disease . In addition, the effort to combat resistant bacteria will become an international priority for global health security . Progress towards achieving these outcomes will be monitored by the U .S .Government Task Force that developed the National Action Plan. The Task Force, which is co-chaired by the Secretaries of Defense, Agriculture, and Health and Human Services, includes representatives from the Departments of State, Justice, Veterans Affairs, and Homeland Security, as well as the Environmental Protection Agency, the United States Agency for International Development, the Office of Management and Budget, the Domestic Policy Council, the National Security Council, the Office of Science and Technology Policy, and the National Science Foundation . Additionally, the Presidential Advisory Council on Combating Antibiotic-Resistant Bacteria, created by Executive Order 13676, will provide advice, information, and recommendations to the Secretary of Health and Human Services regarding the National Action Plan’s programs and policies and their impact on the threat .Implementation of the objectives and activities in the National Action Plan requires sustained, coordi-nated, and complementary efforts of individuals and groups around the world, including healthcare providers, healthcare leaders, veterinarians, agriculture industry leaders, manufacturers, policymakers, and patients . All of us who depend on antibiotics must join in a common effort to detect, stop, and prevent the emergence and spread of resistant bacteria .IntroductionVision: The United States will work domestically and internationally to prevent, detect, and control illness and death related to infections caused by antibiotic-resistant bacteria byimplementing measures to mitigate the emergence and spread of antibiotic-resistance and ensuring the continued availability of therapeutics for the treatment of bacterial infections. Antibiotics have been a critical public health tool since the discovery of penicillin in 1928, saving the lives of millions of people around the world . Today, however, the emergence of drug resistance in bacteria is reversing the gains of the past eighty years, with many important drug choices for the treatment of bacterial infections becoming increasingly limited, expensive, and, in some cases, nonexistent . The Centers for Disease Control and Prevention (CDC) estimates that each year at least two million illnesses and 23,000 deaths are caused by drug-resistant bacteria in the United States alone .The loss of antibiotics that kill or inhibit the growth of bacteria means that we can no longer take for granted quick and reliable treatment of rare or common bacterial infections, including bacterial pneu-monias, foodborne illnesses, and healthcare-associated infections . As more strains of bacteria become resistant to an ever larger number of antibiotics, we will also lose the benefits of a range of modern medi-cal procedures—from hip replacements to organ transplants—whose safety depends on our ability to treat bacterial infections that may arise as post-surgical complications . Moreover, antibiotic-resistance also threatens animal health, agriculture, and the economy .The National Action Plan for Combating Antibiotic-resistant Bacteria provides a roadmap to guide the Nation in rising to this challenge . The National Action Plan outlines steps for implementing the National Strategy for Combating Antibiotic-Resistant Bacteria and addressing the policy recommendations of the President’s Council of Advisors on Science and Technology . Although its primary purpose is to guide activities by the U .S .Government, the National Action Plan is also designed to guide action by public health, healthcare, and veterinary partners in a common effort to address urgent and serious drug-resistant threats (Table 3) that affect people in the U .S .and around the world .Goals of the National Action PlanThe National Action Plan—informed by the guiding principles in Table 2—is organized around five goals for collaborative action by the U .S .Government, in partnership with foreign governments, individuals, and organizations aiming to strengthen healthcare, public health, veterinary medicine, agriculture, food safety, and research and manufacturing . Aggressive action will move the nation towards major reductions in the incidence of urgent and serious drug-resistant threats (Table 3), including carbapenem-resistant Enterobacteriaceae (CRE), methicillin-resistant Staphylococcus aureus (MRSA), and Clostridium difficile.•Misuse and over-use of antibiotics in healthcare and food production continue to hasten the development of bacterial drug resistance, leading to loss of efficacy of existing antibiotics .•Detecting and controlling antibiotic-resistance requires the adoption of a “One-Health” approach to disease surveillance that recognizes that resistance can arise in humans, animals, and the environment .•Implementation of evidence-based infection control practices can prevent the spread of resistant pathogens .•Interventions are necessary to accelerate private sector investment in the development of therapeutics to treat bacterial infections because current private sector interest in antibiotic development is limited .•Researchers can use innovations and new technologies—including whole genome sequencing, metagenomics, and bioinformatic approaches—to develop next-generation tools to strengthen human and animal health, including:−Point-of-need diagnostic tests to distinguish rapidly between bacterial and viral infections as well as identify bacterial drug susceptibilities;−New antibiotics and other therapies that provide much needed treatment options for those infected with resistant bacterial strains; and−Antibiotic resistance is a global health problem that requires international attention and collaboration, because bacteria do not recognize borders .1. The TB activities identified in the NAP are included as they represent critical near-term public health activities that will support progress to reduce the burden of drug-resistant TB in the U .S . Additional domestic and global activitiesto address drug-resistant TB will be provided in a companion action plan specific to TB and will be submitted to the President no later than September, 2015 . The companion action plan will build on recommendations of the Federal TB Task Force (http://www .cdc .gov/mmwr/pdf/rr/rr5803 .pdf) as well the work of the interagency USG TB working group . Those goals include:GOAL 1: Slow the Emergence of Resistant Bacteria and Prevent the Spread of Resistant Infections. Judicious use of antibiotics in healthcare and agricultural settings is essentialto slow the emergence of resistance and extend the useful lifetime of effective antibiotics .Antibiotics are a precious resource, and preserving their usefulness will require cooperationand engagement by healthcare providers, healthcare leaders, pharmaceutical companies,veterinarians, the agricultural industry, and patients . Goal 1 activities include the optimaluse of vaccines to prevent infections, implementation of healthcare policies and antibioticstewardship programs that improve patient outcomes, and efforts to minimize the develop-ment of resistance by ensuring that each patient receives the right antibiotic at the right timeat the right dose for the right duration. Prevention of resistance also requires rapid detectionand control of outbreaks and regional efforts to control transmission across community andhealthcare settings .GOAL 2: Strengthen National One-Health Surveillance Efforts to Combat Resistance. Improved detection and control of drug-resistant organisms will be achieved through an integrated,“One-Health” approach that includes the enhancement and integration of data from surveil-lance systems that monitor human pathogens—including the National Healthcare SafetyNetwork (NHSN), the Emerging Infections Program (EIP), and the National AntimicrobialResistance Monitoring System (NARMS)—with data from surveillance systems that monitoranimal pathogens—including the National Animal Health Monitoring System (NAHMS),the National Animal Health Laboratory Network (NAHLN), and the Veterinary LaboratoryInvestigation and Response Network (Vet-LIRN) . Goal 2 activities include creation of aregional public health laboratory network that provides a standardized platform for resistancetesting and advanced capacity for genetic characterization of bacteria (e .g ., through wholegenome sequencing) . Goal 2 activities will also enhance monitoring of antibiotic sales, usage,resistance, and management practices at multiple points along in the food-production chain,from farms to processing plants to supermarkets .GOAL 3: Advance Development and Use of Rapid and Innovative Diagnostic Tests for Identification and Characterization of Resistant Bacteria. Improved diagnostics fordetection of resistant bacteria and characterization of resistance patterns will help healthcareproviders make optimal treatment decisions and assist public health officials in taking actionto prevent and control disease . Improved diagnostics will also help decrease unnecessaryor inappropriate use of antibiotics . Goal 3 activities will accelerate the development of newdiagnostics and expand their availability and use to improve treatment, enhance infectioncontrol, and achieve faster response to infections and outbreaks caused by resistant bacteriain hospitals and in the community .GOAL 4: Accelerate Basic and Applied Research and Development for New Antibiotics, Other Therapeutics, and Vaccines. Despite the urgent need for new antibiotics, the number ofproducts in the drug-development pipeline is small and commercial interest remains limited .The advancement of drug development—as well as non-traditional therapeutics and vac-cines—will require intensified efforts to boost scientific research, attract private investment,and facilitate clinical trials of new drug candidates . Goal 4 activities will help accomplish theseobjectives by supporting basic and applied research, providing researchers with scientificservices (e .g ., specimens, sequence data, and regulatory guidance), and fostering public-private partnerships that strengthen the clinical trials infrastructure and reduce the risks,uncertainty, and obstacles faced by companies who are developing new antibiotics and/orother therapeutics and vaccines that can impact the use of antibiotics and the developmentof resistance .GOAL 5: Improve International Collaboration and Capacities for Antibiotic-resistance Prevention, Surveillance, Control, and Antibiotic Research and Development. Antibioticresistance is a worldwide problem that cannot be addressed by one nation in isolation . Goal5 activities include working with foreign ministries of health and agriculture, the World HealthOrganization (WHO), the Food and Agriculture Organization (FAO), the World Organizationfor Animal Health (OIE), and other multinational organizations to enhance global capacity todetect, analyze, and report antibiotic use and resistance, create incentives for the develop-ment of therapeutics and diagnostics, and strengthen global efforts to prevent and controlthe emergence and spread of antibiotic-resistance . To advance these objectives, U .S .agencieswill support development of a WHO Global Action Plan on Antimicrobial Resistance, enhanceinternational collaborations including cooperation under the European Union-United StatesTrans-Atlantic Task Force on Antimicrobial Resistance (TATFAR), and mobilize global healthresources through the Global Health Security Agenda .Development of the National Action PlanThe National Action Plan was developed in response to Executive Order 13676: Combating Antibiotic-Resistant Bacteria (Appendix 2), which was issued by President Barack Obama on September 18, 2014 in conjunction with the National Strategy for Combating Antibiotic-Resistant Bacteria.The Executive Order calls for a U .S .Government Task Force to create a five-year action plan that lays out steps and milestones for achieving the Strategy’s goals and objectives (Table 2) and addressing the PCAST recommendations . The Task Force, which is co-chaired by the Secretaries of Defense, Agriculture, and Health and Human Services, includes representatives from the Department of State, the Department of Justice, the Department of Veterans Affairs, the Department of Homeland Security, the Environmental Protection Agency, the United States Agency for International Development, the Office of Management and Budget, the Domestic Policy Council, the National Security Council staff, the Office of Science and Technology Policy, and the National Science Foundation .Development of the National Action Plan also supports World Health Assembly (WHA) resolution 67 .25 (Antimicrobial Resistance), which was endorsed in May 2014 and urges countries to develop and finance national plans and strategies and take urgent action at the national, regional, and local levels to combat resistance . The resolution urges WHA Member States to develop practical and feasible approaches to, among other actions, extend the lifespan of drugs, strengthen pharmaceutical management systems and laboratory infrastructure, develop effective surveillance systems, and encourage the development of new diagnostics, drugs, and treatment options .These recommendations are intended to inform the policy development process, and are not intended as a budget document . The commitment of resources to support these activities will be determined through the usual Executive Branch budget processes . Implementation of some of the actions in this report will require additional resources and these resources could be new or redirected from lower-priority Agency activities .Monitoring and EvaluationThe Task Force created under Executive Order 13676 is charged with providing the President with annual updates on Federal Government actions to combat antibiotic resistance, including progress made in implementing the National Action Plan, plans for addressing obstacles and challenges, and recommenda-tions for new or modified actions . The Presidential Advisory Council on Combating Antibiotic-Resistant Bacteria will provide advice, information, and recommendations to the Secretary of Health and Human Services regarding the programs and policies developed in the National Action Plan .Partnerships and ImplementationImplementation of the National Action Plan will require the sustained, coordinated, and complemen-tary efforts of individuals and groups around the world, including public and private sector partners, healthcare providers, healthcare leaders, veterinarians, agriculture industry leaders, manufacturers, policymakers, and patients . All of us who depend on antibiotics must join in a common effort to detect, stop, and prevent the emergence and spread of resistant bacteria .NAT I ONAL ACT I ON P LAN FOR COMBAT I NG ANT I BI OT I C-RESISTANT BACT ERIAGOAL 1. Slow the Emergence of Resistant Bacteria and Prevent the Spread of Resistant InfectionsJudicious use of antibiotics in healthcare and agricultural settings is essential to slow the emergence of resistance and extend the useful lifetime of effective antibiotics . Antibiotics are a precious resource, and preserving their usefulness will require cooperation and engagement by healthcare providers, healthcare leaders, pharmaceutical companies, veterinarians, the agricultural industry, and patients . Effective dissemination of information to the public is critical . Prevention of resistance also requires rapid detection and control of infections and outbreaks (see also Goal 2) and regional efforts to control transmission across community and healthcare settings .Goal 1 includes activities to foster antibiotic stewardship by improving prescribing practices across all healthcare settings, prevent the spread of drug-resistant threats in healthcare facilities and communities, and reduce and eventually eliminate the use of medically-important antibiotics for growth promotion in animals .By 2020, significant outcomes of Goal 1 will include:•Establishment of antibiotic stewardship programs in all acute care hospitals and improved antibiotic stewardship across all healthcare settings .•Reduction of inappropriate antibiotic use by 50% in outpatient settings and by 20% in inpatient settings .•Establishment of State Antibiotic Resistance (AR) Prevention (Protect) Programs in all 50 states to monitor regionally important multidrug resistant organisms and provide feedback and technical assistance to healthcare facilities .Actions taken to achieve Goal 1 will fulfill:• Executive Order 13676, Sections 5 and 7:−Improved Antibiotic Stewardship−Preventing and Responding to Infections and Outbreaks with Antibiotic-Resistant Organisms• Provisions in PCAST Recommendations #2, #6, and #7:−Effective Surveillance & Response for Antibiotic-resistance−Improving Stewardship of Existing Antibiotics in Health Care−Limit the Use of Antibiotics in Animal Agriculture•Elimination of the use of medically-important antibiotics for growth promotion in food-pro-ducing animals .•Requirement of veterinary oversight for use of medically-important antibiotics in the feed or water of food-producing animals .1.1 Implement public health programs and reporting policies that advanceantibiotic resistance prevention and foster antibiotic stewardship inhealthcare settings and the community.Perhaps the single most important action to slow the development and spread of antibiotic-resistant infections is to change the way antibiotics are used . Antibiotics are overprescribed in both human and animal settings, which makes everyone less safe . Investments in this area will be used to develop education and outreach programs to clarify and strengthen responsible, appropriate use of antibiotics in humans and animals . Efforts in this area will help greatly in slowing down the spread of resistant bacteria . This commitment to always use antibiotics appropriately and safely—to use the right antibiotic at the right time at the right dose for the right duration—is known as antibiotic stewardship.Sub-Objective 1.1.1A: Strengthen antibiotic stewardship in inpatient, outpatient, and long-term care settings by expanding existing programs, developing new ones, and monitoring progress and efficacy .The establishment and expansion of antibiotic stewardship programs will improve patient outcomes and minimize the development of resistance by ensuring judicious use of antibiotics .Milestones for provision of educational materials to enhance antibiotic stewardship in outpatient settings are provided under Sub-Objective 1 .1 .1B .MilestonesWithin one year:•The Departments of Health and Human Services (HHS), Defense (DOD), and Veterans Affairs (VA) will review existing regulations and propose new ones, as needed, requiring hospitals, ambulatory surgery centers, dialysis facilities, and other inpatient facilities to implement robust antibiotic stewardship programs that align with the CDC Core Elements. HHS, DOD, and VA will also work together to optimize standardization of stewardship programs and activities, including monitoring activities and reporting criteria .•The National Healthcare Safety Network (NHSN) will begin tracking the number of healthcare facilities with stewardship policies and programs in place .•DOD will establish a multidisciplinary group, under the purview of the Assistant Secretary of Defense for Health Affairs, to support and coordinate stewardship activities across DOD .Within three years:•All hospitals that participate in Medicare and Medicaid programs must comply with Conditions of Participation (COP) . The Centers for Medicare & Medicaid Services (CMS) will issue new COPs or revise current COP Interpretive Guidelines to advance compliance with recommendations in CDC’s Core Elements of Hospital Antibiotic Stewardship Programs. HHS, DOD, and VA will also implement policies that:−Encourage implementation of antibiotic stewardship programs as a condition for receiving Federal grants for health care delivery (e .g ., in community healthcare centers) .−Require health facilities operated by the U .S . Government to develop and implement antibiotic stewardship programs and participate in NHSN reporting (see Objective 2 .2) .•All acute care hospitals governed by the CMS COP will implement antibiotic stewardship pro-grams . CMS will expand COP requirements to apply to long-term acute care hospitals, other post-acute facilities, ambulatory surgery centers, and dialysis centers .•CMS will revise existing Interpretive Guidelines (IGs), as needed, to include antimicrobial steward-ship improvements . For example, IGs on Quality Assurance and Performance Improvement for hospitals may incorporate antibiotic-stewardship performance measures developed by the CDC, the Agency for Healthcare Research and Quality (AHRQ), or other professional organizations .•Training webinars for CMS surveyors will be updated to include information on antibiotic utilization in nursing homes, in accordance with existing IGs in the Infection Control Nursing Home regulations .•CDC, CMS, AHRQ, and other partners will issue guidance on antibiotic stewardship and best practices for ambulatory surgery centers, dialysis centers, nursing homes and other long-term care facilities, doctors’ offices and other outpatient settings, pharmacies, emergency depart-ments, and medical departments at correctional facilities .•At least 25 States, the District of Columbia, and Puerto Rico will establish or enhance antibiotic stewardship activities in inpatient healthcare delivery settings, in accordance with the CDC Core Elements . CDC will support these efforts via State AR Prevention (Protect) Programs for Healthcare (“AR Protect Programs”; see also Sub-Objective 1 .1 .2) .Within five years:•DOD will support antibiotic stewardship programs and interventions critical for maintaining quality health care throughout the Military Healthcare System (MHS) .•CDC will work with select hospital systems to expand antibiotic use reporting and steward-ship implementation, and will partner with nursing organizations to develop and implement stewardship programs and interventions in a set of nursing homes .•All states will establish or enhance antibiotic stewardship activities in healthcare delivery settings .Sub-Objective 1.1.1B: Strengthen educational programs that inform physicians, veterinari-ans, members of the agricultural industry, and the public about good antibiotic stewardship .Educational programs that promote good antibiotic stewardship in healthcare settings include:•Get Smart: Know When Antibiotics Work . Many antibiotics prescribed in doctors’ offices, clinics, and other outpatient settings are not needed . This program focuses on appropriate antibiotic prescribing and use for common illnesses in children and adults .•Get Smart for Healthcare. Many patients in hospitals, nursing homes, and other healthcare facili-ties receive antibiotics to fight infections, but these drugs are often prescribed incorrectly . This program helps clinicians prescribe the right drugs for the right patients at the right doses and times . The United States Department of Agriculture (USDA), CDC, and the Food and Drug Administration (FDA) will also continue to work with partners in the agriculture industry to advance appropriate use of antibiotics in food animals and promote collaborations among partners in medicine, veterinary medicine, and public health .Additional milestones for provision of educational materials to enhance antibiotic stewardship in agri-cultural settings are provided under Sub-Objectives 1 .2 .3 and 1 .3 .1 .MilestonesWithin one year:•CDC and VA will apply lessons learned from the CDC and VA pilot project to provide clinicians with support for making prescribing decisions based on judicious use of antibiotics and will submit a manuscript for publication describing initial research findings from this effort . Within three years:•CDC will support public health departments in establishing statewide programs for antibiotic stewardship and appropriate antibiotic use . These programs will identify healthcare facilities with high antibiotic-prescribing rates and use lessons learned from the CDC and VA pilot project (see above) and other best practices to improve antibiotic prescribing in these facilities . The success of these efforts will be assessed by measuring changes in prescribing rates and in clini-cians’ understanding of antibiotic stewardship activities and programs .•CDC will provide technical assistance to Federal facilities (e .g ., those operated by DOD, the VA, and the Indian Health Service) and other large health systems in scaling up implementation and assessment of interventions to improve outpatient antibiotic prescribing, extending effective interventions to long-term care settings, and ensuring long-term sustainability of antibiotic stewardship efforts .•DOD will initiate the planning and approval process to modify clinical decision-support interven-tions in DOD facilities in targeted regions .•CDC, CMS, and partners will propose expanded quality measures for antibiotic prescribing .。

营运资金管理外文文献

营运资金管理外文文献

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Department of Accounting and Finance, Caleb University, Lagos, Nigeria, email: Barikem@
inventory costs, lost returns on excess cash holdings and receivables; and under investment with its attendant stock-out, illiquidity and bad debts costs; determine its working capital policies ensuring it improves corporate profitability; appraise investments in working capital using capital investment models, determining ahead the viability of such investment; and ascertain and compare working capital costs and benefits to determine the existence of gains if any before investment in the proposed working capital.
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Working capital management efficiency and corporate profitability...
2 Theoretical framework and review of literature
2.1 Theoretical framework

国际贸易产品报价流程英语

国际贸易产品报价流程英语

国际贸易产品报价流程英语The Process of Quoting Products in International Trade.International trade, encompassing the exchange of goods and services across national borders, is a crucial aspect of global economic growth. Central to this exchange is the quoting process, which involves the determination and communication of prices for various products. This article delves into the intricacies of the product quoting process in international trade, highlighting the key steps and considerations involved.1. Market Research and Analysis.Before quoting prices for products, it's essential to conduct thorough market research. This involves analyzing demand and supply trends, identifying competitors, and understanding the target market's preferences and pricing sensitivities. Market analysis helps businesses gain insights into the overall market dynamics and formulateappropriate pricing strategies.2. Cost Analysis.Cost analysis is a crucial step in determining the prices for products. It involves breaking down the total costs associated with producing or acquiring the product, including raw materials, labor, overheads, and other expenses. Understanding the cost structure helps businesses assess the profitability of different pricing options and ensure that their quotes are competitive and profitable.3. Pricing Strategy.Based on the market and cost analyses, businesses need to formulate a pricing strategy. This involves considering various factors such as pricing objectives (e.g., market penetration, profit maximization), pricing methods (e.g., cost-plus pricing, market-based pricing), and pricing adjustments for factors like discounts, allowances, and freight costs. The pricing strategy should aim to balance the needs of the business and the market, ensuring bothprofitability and competitiveness.4. Quote Preparation.Once the pricing strategy is determined, the next step is to prepare the quote. The quote should clearly specify the product, its specifications, quantities, unit prices, total cost, terms of payment, delivery details, and any other relevant information. Quotes should be professional, detailed, and accurate, reflecting the business's commitment to transparency and professionalism.5. Negotiation.In international trade, negotiation is often a crucial part of the quoting process. Buyers and sellers may engage in discussions to agree on prices, terms, and other contract details. Effective negotiation requires good communication skills, market knowledge, and the ability to strike a balance between the interests of both parties.6. Contract Execution.Once the quote is accepted and the terms are agreed upon, the contract is executed. This involves the formal documentation of the agreement, including the terms of the deal, delivery schedule, payment terms, and other relevant details. Contract execution ensures that both parties are bound by the agreed-upon terms and conditions.7. Post-Sale Support and Follow-Up.After the contract is executed, it's essential to provide post-sale support and follow-up. This involves ensuring timely delivery, addressing any product-related issues, and maintaining good communication with the buyer. Post-sale support helps build trust and maintain long-term relationships with customers.In conclusion, the quoting process in international trade is a complex yet crucial aspect of business operations. It requires a thorough understanding of the market, cost analysis, strategic pricing, professional quote preparation, effective negotiation skills, contractexecution, and post-sale support. By following these steps, businesses can ensure that their quotes are competitive, profitable, and tailored to the needs of the target market.。

定价策略推荐分解

定价策略推荐分解
价格 水平 价格设定
定价策略 谈判策略与 价格设定流程
价格与价值沟通
沟通、价值销售工具
价格结构
衡量标准、价格藩篱、时机
价值创造
经济价值、产品设计、细分
什么是适当的价格?
对客户的价值 我们的成本
价格
竞争 战略目标
1.客户价值/支付意愿
• 替代品/独一无二? • 转换成本 • 价格是否易于比较? • 质量是否有易于比较? • 价格/质量关系?
• 3.NAMPS对McCaw公司而言是否是一项明 智选择?
• 4.谁应该成为摩托罗拉的同盟者,协力推销 NAMPS?
• 5.假设你是消费者,你会使用NAPMS吗?
改变定价博弈
• 常规定价 -在存在竞争的各职能部门之间做出艰难抉择:营 销、销售、财务 -对市场条件和客户压力做出反应 -制定于产品-市场决策之后
• 战略定价 -将激励改为在各职能部门间创造支持 -积极主动、策略型 -制定于产品开发的早期流程
提出正确的问题
常被问及的策略问题
应该提出的战略问题
我们必须制定额多高的价格,才能保证即不亏本,有能实现赢 如果我们希望产品在调整价格后仍能赢利,你们应该或必须实施哪些销售变革? 利目标
我们能否采取某种营销策略,将销售变革保持在可接受的范围内?
的功能和质量的能力与信心 • 经验的积累和供应商之间的竞争降低了买
方的风险感
专业化-大众化连续体
高 价股
专业化
利基 市场
增值战略
专业化
ห้องสมุดไป่ตู้
价格压缩创新 经验曲线


打破商品化怪圈
• 四种可能的战略 -增值战略:沿对角线移动,增加价格与服 务 -市场聚焦:沿弧线上方移动,只关注愿意 支护额外价格的客户 -经验曲线:在其他所有人之前,沿弧线向 下方移动

Corporate Tax Avoidance and Firm Value

Corporate Tax Avoidance and Firm Value

Corporate Tax Avoidance and Firm ValueMihir A. DesaiHarvard University and NBERmdesai@Dhammika DharmapalaUniversity of Connecticut and University of Michigandhammika@August 2007AbstractDo corporate tax avoidance activities advance shareholder interests? This paper tests alternative theories of corporate tax avoidance that yield distinct predictions on the valuation of corporate tax avoidance. Unexplained differences between income reported to capital markets and to tax authorities are used to proxy for tax avoidance activity. These “book-tax” gaps are shown to be larger when firms are alleged to be involved in tax shelters. OLS estimates indicate that the average effect of tax avoidance on firm value is not significantly different from zero, but is positive for well-governed firms as predicted by an agency perspective on corporate tax avoidance. An exogenous change in tax regulations that affected the ability of some firms to avoid taxes is used to construct instruments for tax avoidance activity. The IV estimates yield larger overall effects and reinforce the basic result that higher quality firm governance leads to a larger effect of tax avoidance on firm value. The results are robust to a wide variety of tests for alternative explanations. Taken together, the results suggest that the simple view of corporate tax avoidance as a transfer of resources from the state to shareholders is incomplete given the agency problems characterizing shareholder-manager relations.Keywords: Taxes, tax avoidance, tax shelters, book-tax gaps, governance, firm valueJEL Codes: G32, H25, H26, K34Acknowledgments: We would like to thank the Editor (Daron Acemoglu), two anonymous referees, Rosanne Altshuler, Alan Auerbach, Amy Dunbar, Ray Fisman, Sanjay Gupta, Michelle Hanlon, Jim Hines, Peter Katuscak, Mark Lang, Lillian Mills, John Phillips, George Plesko, Dan Shaviro, Joel Slemrod and John Wald for helpful discussions and comments. We also thank Sanjay Gupta and Jared Moore for kindly providing the data used in Section III on firms involved in tax shelter litigation. Desai acknowledges the financial support of the Division of Research of Harvard Business School and Dharmapala acknowledges the financial support of the University of Connecticut Research Foundation.Corresponding Author: Mihir Desai, Baker 265, Harvard Business School, Boston MA 02163; mdesai@; ph: 617 495 6693; fax: 617 496 6592I. IntroductionWhile tax consequences are a motivating factor in many corporate decisions, managerial actions designed solely to minimize corporate tax obligations are thought to be an increasingly important feature of U.S. corporate activity.1 Do such activities advance shareholder interests? If avoidance activities are costless to investors, the question is trivial as avoidance activity results in a transfer of value from the state to shareholders. Indeed, this has been the presumption in the large literature on the effects of taxes on financial decision-making. Corporate tax avoidance activity, however, may be costly on several margins. Aside from the direct costs of engaging in such activities, managers typically have to ensure that these actions are obscured from tax authorities. In the process, such machinations may afford managers increased latitude to pursue self-serving objectives. Can the latter effect be significant enough to change the simple answer that investors fully capture the value of corporate tax avoidance activity?Two small sample studies indicate that the valuation of tax avoidance activities may not conform to the simple story of tax avoidance as a transfer of value to shareholders. First, corporate expatriations - transactions where U.S. firms invert their corporate structure so that a subsidiary in a tax haven becomes the parent entity - provide significant corporate tax savings with limited, if any, operational changes. However, markets do not react in a strongly positive fashion – and often react negatively – to U.S. firms announcing such moves (e.g. Desai and Hines, 2002). Second, an event study of an episode of increased tax enforcement in Russia indicates that these enforcement actions are associated with positive market reactions (Desai, Dyck and Zingales, 2007). These small sample studies are provocative but leave open questions about the nature of corporate tax avoidance activity generally and in larger samples.This paper investigates the degree to which corporate tax avoidance activity is valued by investors in a large sample of US firms. While the traditional view of corporate tax avoidance suggests that shareholder value should increase with tax avoidance activity, an agency perspective on corporate tax avoidance provides a more nuanced prediction. Specifically, firm governance should be an important determinant of the valuation of purported corporate tax savings. While tax avoidance per se should increase the after-tax value of the firm, this effect is potentially offset, particularly in poorly-governed firms, by the increased opportunities for rentdiversion provided by tax shelters. Thus, the net effect on firm value should be greater for firms with stronger governance institutions.The relative merits of these two views of tax avoidance are evaluated using a dataset with 4,492 observations on 862 firms over the period 1993-2001. This panel is drawn from the Compustat and Execucomp databases, merged with data on institutional ownership of firms from the CDA/Spectrum database. Firm value is measured using Tobin’s q, and governance quality is proxied for by the level of institutional ownership, reflecting the ability of institutional owners to monitor managerial performance more aggressively. Tax avoidance is measured by inferring the difference between income reported to capital markets and tax authorities – the book-tax gap – and controlling for accruals and other measures of earnings management. The analysis demonstrates that, for a given firm, this measure takes on higher values in years when the firm is involved in litigation relating to aggressive tax sheltering activity than in other years.OLS results indicate that, controlling for a variety of other relevant factors including firm and year fixed effects, the effect of the tax avoidance measure on q is positive, but not significantly different from zero. As predicted by the agency perspective on corporate tax avoidance, the effect is positive for those firm-years with high levels of institutional ownership. The interpretation of these results, however, is complicated by the possibility of measurement error in the proxy for tax avoidance and by the potential endogeneity of tax avoidance activity. Specifically, it is possible that firms that are performing worse for exogenous reasons may be more likely to engage in tax avoidance.2 Fortunately, a 1997 regulatory change unintentionally and significantly changed the costs of tax sheltering differentially across firms. This source of exogenous variation permits the implementation of an instrumental variables strategy that can be used to address these concerns and to investigate the causal effect of tax avoidance on firm value.The “check-the-box” regulations were designed to enable small firms to choose their organizational form for tax purposes. Altshuler and Grubert (2005) and various practitioners have observed that these regulations also had the unintended consequence of lowering the costs of tax avoidance for firms. Specifically, “hybrid entities” became increasingly common. These entities are classified as separately incorporated subsidiaries under the tax rules of one country while simultaneously being treated as unincorporated branches under the tax rules of anothercountry. This flexibility in entity classification creates a sizable tax avoidance opportunity for firms with incentives to capitalize on these regulatory changes. The central idea underlying the identification strategy is that, for a given incentive to engage in tax avoidance, a firm will engage in more actual tax avoidance after the “check-the-box” regulations were adopted. A crucial determinant of the incentives to engage in tax avoidance is the availability of “tax shields.” Thus, instruments for tax avoidance are constructed by interacting a dummy variable for the period after the “check-the-box” regulations with variables (at the firm-year-level) that proxy for the availability of tax shields, namely NOL carryforwards and two different measures of debt.IV estimates using the instruments described above lead to results that are in the same direction as the OLS results, but are considerably stronger. The interaction between institutional ownership and tax avoidance is positive and significant, as predicted by the agency perspective on tax avoidance. This result is robust to the inclusion of various additional control variables, and to a variety of extensions to the model. The exclusion restriction underlying the IV results may be invalid if the effect on firm value of the tax shield variables changed over time for reasons unrelated to the “check-the-box” regulations. Reassuringly, the basic result is robust to including interactions between these variables and time trends in the model. Overall, the substantially larger effects found using the IV approach suggests that the OLS results are significantly affected by attenuation bias due to measurement error in the tax avoidance proxy or by the endogeneity of tax avoidance.The paper proceeds as follows. Section 2 presents the alternative views of corporate tax avoidance. Section 3 describes the data and the measure of corporate tax avoidance. Section 4 presents the OLS results, while Section 5 describes the IV methodology and results. Section 6 concludes.II. Theories of Corporate Tax AvoidanceThe purported growth in corporate tax avoidance activity has given rise to two alternative perspectives on the motivations and effects of this activity. Several studies investigate corporate tax avoidance as an extension of other tax-favored activity, such as the use of debt. In particular, Graham and Tucker (2006) construct a sample of firms involved in 44 corporate tax shelter cases over the period 1975-2000. By comparing these firms with a matched sample of firms not involved in such litigation, they identify characteristics (such as size and profitability) that arepositively associated with the use of tax shelters, and argue that tax shelters serve as a substitute for interest deductions in determining capital structure. This paper is representative of the common view that corporate tax shelters are merely tax-saving devices without any other agency dimensions.An alternative theoretical approach emphasizes the interaction of these tax avoidance activities andthe agency problems that are inherent in publicly held firms. According to this view, obfuscatory tax avoidance activities can create a shield for managerial opportunism and the diversion of rents. This perspective underlies several recent studies, including Desai and Dharmapala (2006a) and Desai, Dyck and Zingales (2007), and forms part of an emerging paradigm that emphasizes the links between firms’ governance arrangements and their responses to taxes.3 In this view, corporate tax avoidance not only entails distinct costs, but these costs may actually outweigh the benefits to shareholders, given the opportunities for diversion that these vehicles provide. Desai and Dharmapala (2006b) discuss examples of the interaction between tax shelters and various forms of managerial opportunism, illustrating that straightforward diversion and subtle forms of earnings manipulation can be facilitated when managers undertake tax avoidance activity.While the traditional view of corporate tax avoidance suggests that shareholder value should increase with tax avoidance activity, the alternative view provides a more nuanced prediction. Specifically, firm governance should be an important determinant of the valuation of purported corporate tax savings. While the direct effect of tax avoidance is to increase the after-tax value of the firm, these effects are potentially offset, particularly in poorly-governed firms, by the increased opportunities for managerial rent diversion. Thus, the net effect on firm value should be greater for firms with stronger governance institutions.III. Measuring Firm Value, Governance, and Corporate Tax AvoidanceThe data used to test the hypothesis described above is drawn from three sources. Financial accounting data is drawn from Standard and Poor’s Compustat database, executive compensation data (and certain other control variables) from Standard and Poor’s Execucomp database, and data on institutional ownership of firms from the CDA/Spectrum database. Merging these variables leads to a dataset with 4,492 observations at the firm-year level, on 862firms over the period 1993-2001. The variables are described in detail below; summary statistics are reported in Table 1.In emphasizing the value implications of corporate tax avoidance, this paper builds on the extensive literature in corporate finance on the determinants of firm value. Within this literature, it has become standard since Demsetz and Lehn (1985) to use Tobin’s q to measure firm value. The definition of q used in Kaplan and Zingales (1997) and Gompers, Ishii and Metrick (2003) is employed in the analysis below, with one modification: deferred tax expense is not included in the definition of q used in the basic results below, as current tax avoidance activity may result in changes to future tax liabilities and thus create a mechanical correlation between the dependent variable and the measure of tax avoidance.4 While q is the primary dependent variable used in the analysis, alternative measures of firm value lead to consistent results, as discussed in Section 5.In addition to drawing on financial statement data, the analysis below requires a measure of firm governance. The primary measure of governance used in testing the paper’s main hypothesis is the fraction of the firm’s shares owned by institutional investors (from the CDA Spectrum database, based on Schedule 13F filings with the SEC by large institutional investors). This fraction (which is reported quarterly) is averaged over each firm-year, and is denoted by I itє[0, 1] for firm i in year t. The basic motivation underlying this proxy is that institutional investors have greater incentives and capacity to monitor managerial performance. Thus, the higher is I it, the greater the degree of scrutiny to which managerial actions are subjected, and the less important are agency problems between managers and shareholders. In addition, a different measure – the index of antitakeover provisions constructed by Gompers, Ishii and Metrick (2003) – is used in robustness checks. While this captures a quite different aspect of governance than does I it (namely, managerial entrenchment rather than the quality of monitoring), its use leads to highly consistent results, as discussed in Section 5 below.Given the efforts undertaken to obscure such activities, tax avoidance is difficult to measure. The analysis in this paper adopts an indirect approach, constructing a measure of corporate tax avoidance that takes as its starting point the gap between financial and taxable income. The difference between income reported to capital markets (using Generally Accepted Accounting Principles (GAAP)) and to the tax authorities – the so-called book-tax gap – hasattracted considerable interest in recent years, and has been related to measures of corporate tax avoidance (Manzon and Plesko, 2002; Desai, 2003, 2004). Given that tax returns are confidential, income reported to tax authorities cannot be observed directly and must be inferred using financial accounting data, as described in Manzon and Plesko (2002) and implemented in Desai and Dharmapala (2006a). This approach uses firms’ reported current Federal tax expense and “grosses up” this tax liability by the US Federal corporate tax rate.5 For firms with positive current Federal tax expense, the graduated structure of corporate tax rates is used in this calculation. For firms with negative current Federal tax expense, the top statutory rate of 35% is used.Given this inferred value of the firm’s taxable income, the book-tax gap can be estimated by simply subtracting inferred taxable income from the firm’s reported pretax (domestic US) financial income.6 To control for differences in firm scale, and because the dependent variable is deflated by the book value of assets, the inferred book-tax gap is also scaled by the book value of assets. This yields the measure of the book-tax gap used in the analysis below (denoted BT it for firm i in year t).7The book-tax gap does not necessarily reflect corporate tax avoidance activity, so any measure of tax avoidance must control for other factors. In particular, the overreporting of financial income (known in the accounting literature as “earnings management”) may contribute to the measured book-tax gap.8 Studies of earnings management (e.g. Healy, 1985) have argued that such manipulation is most likely to occur through the exercise of managerial discretion in determining accounting accruals (i.e. adjustments to realized cash flows that are used in calculating the firm’s net income). The basic intuition underlying the measure of tax avoidance used here is that book-tax gaps are attributable either to earnings management or to tax avoidance activity. Accordingly, adjusting for earnings management with an accruals proxy isolates the component of the gap that is due to tax avoidance. In the regressions reported below, BT it is used as a proxy for tax avoidance activity, while earnings management is controlled for by including a measure of total accruals (denoted TA it for firm i in year t) as a control variable.9 Given the confidentiality of tax returns, the procedure outlined above yields the best measure of corporate tax avoidance that can be obtained using publicly-available data. However, in view of the limitations associated with inferring taxable income, and as there are alternativeexplanations for book-tax gaps, it is important to implement a validation check of the book-tax gap as a measure of corporate tax sheltering activity before proceeding to determine its valuation effects.Graham and Tucker (2006) construct a sample of firms involved in 44 cases of tax shelter litigation over the period 1975-2000, using publicly-available court records and press articles. The validation check undertaken here uses a dataset compiled using a similar methodology. This information can be used to construct a variable that indicates whether tax sheltering activity was alleged in any given firm-year. Specifically, let the indicator variable L it be equal to one if firm i was alleged to have used a tax shelter in year t, and zero otherwise. This variable is merged with data on the book-tax gap and a set of control variables from the merged Compustat-Execucomp dataset, in order to examine the relationship between involvement in tax shelter litigation and book-tax gaps. The regression specification used is:BT it = β1L it+ β2TA it+ X itγ+ µi+ εt+ νit (1) where µi and εt are firm and year fixed effects, respectively, and νit is the error term. X it is a vector of control variables that includes measures of firm size (assets, sales and market value) and the structure of executive compensation.The resulting sample is very small – there are only 14 firms that were involved in tax shelter litigation at some point in the sample period, and for which all the required data is available. Nonetheless, estimating Equation (1) using this sample results in a positive coefficient on L it, as reported in column 1 of Table 2; i.e. the book-tax gap for a given firm tends to be larger in years when that firm is allegedly using tax shelters, relative to the book-tax gap for the same firm in other years. This result is driven entirely by within-firm variation in L it, controlling for time-specific changes in sheltering activity. Unsurprisingly, this result is of borderline statistical significance, given the small sample size. Column 2 reports the same specification using all available observations in the merged Compustat-Execucomp dataset; the estimate of β1 is very similar in magnitude to that in Column 1.10Any conclusions from this validation check are necessarily tentative, given the small number of firms that have been involved in tax shelter litigation. Nonetheless, it appears that the measure of tax avoidance employed below captures a critical element of tax sheltering activity,as it takes on higher values for those firm-years for which there is some independent evidence for alleged tax shelter activity.IV. OLS Approach and ResultsWhile the central hypothesis of the paper concerns the interaction of governance institutions and tax avoidance activity, the question of whether tax avoidance tends to be associated with increases or decreases in firm value is also of considerable interest. This is addressed using the following specification:q it = β1BT it+ β2TA it+ X itγ+ µi+ εt+ νit (2) where the variables BT it and TA it are as defined above, µi and εt are firm and year fixed effects, respectively, and νit is the error term (note that all regressions reported in this paper use both firm and year fixed effects).X it is a vector consisting of the following control variables. Changes in firm size over time are controlled for using sales.11 The value of stock option grants to executives as a fraction of total compensation12 is included because a substantial literature (e.g. Morck, Shleifer and Vishny, 1988; Mehran, 1995) finds stock-based compensation to be a determinant of firm value, presumably through incentive-alignment effects. In addition, the structure of executive compensation plays a central role in Desai and Dharmapala (2006a). To control for changes over time in the risk associated with a firm’s stock price, a measure of volatility is also included.13 As net operating loss (NOL) carryforwards are not taken into account in the measure of tax avoidance (and because NOLs can affect the incentives to engage in tax avoidance), NOL carryforwards scaled by assets (with missing values treated as zeroes) are also included.The tax avoidance measure is restricted to domestic US tax expense and US Federal taxes, but tax liabilities and the incentives for tax avoidance may be influenced by foreign activity under the US system of worldwide taxation. Thus, a proxy for foreign activity - the absolute value of foreign income or loss - is included in X it. As tax shields can affect the value of engaging in tax avoidance, changes in firms’ leverage are controlled for by including measures long-term debt and debt in current liabilities. Changes in intangibles that affect q but are imperfectly measured in the book value of assets are proxied for by research and development (R&D) expenditures. A number of additional control variables are used in robustness checks, asdescribed below. Note also that because firm fixed effects are employed in the specification described below, many of the sources of cross-sectional variation in q across firms that have been discussed in the literature are effectively controlled for here.The specification used to test whether the valuation of corporate tax avoidance is dependent on firm governance extends Equation (2) as follows:q it = β1BT it+ β2TA it+ β3I it + β4(I it*BT it) + X itγ+ µi+ εt+ νit (3) where I it is the measure of institutional ownership defined above. The hypothesis in Section 2 implies that β4 > 0: i.e. the effect of tax avoidance on q is greater in firm-years in which institutional ownership is higher (and governance is stronger).The results using OLS estimation on Equations (2) and (3) are reported in Table 3; note that all results reported in this paper use robust (White, 1980) standard errors that are clustered at the firm level. Column 1 presents the results from the estimation of Equation (2).14 The overall effect on firm value of the proxy for tax avoidance is positive, but insignificant. The test of the hypothesis using Equation (3) is reported in Column 2. Here, the coefficient on the interaction term (I it*BT it) – β4 in Equation (3) – is positive, consistent with the paper’s hypothesis, and is of borderline statistical significance. The intuition can be reinforced by running Equation (2) separately for firm-years with high and low levels of institutional ownership (Columns 3 and 4, respectively), where “high” institutional ownership is defined as being a fraction that exceeds 0.6, which is approximately the mean of the sample. For well-governed firm-years, the effect of tax avoidance on q is positive and of borderline significance. For less well-governed firm-years (with institutional ownership below 0.6), the effect is also positive, but statistically insignificant, and considerably smaller in magnitude. Thus, while the estimated overall effect of tax avoidance on firm value is indistinguishable from zero, the effect appears to be more positive for well-governed firm-years than for poorly-governed firm-years. This finding is consistent with the hypothesis that agency problems mitigate the benefits to shareholders of corporate tax avoidance. V. Instrumental-Variables Approach and ResultsV.a. IV ApproachOLS estimation of Equations (2) and (3) gives rise to two types of potential problems.15 The first is measurement error in the proxy for tax avoidance, particularly if the extent ofmeasurement error differs by governance institutions. For example, if the proxies used for earnings management are incomplete, then the remaining component of the book-tax gap may be mischaracterized as tax avoidance when it actually represents earnings management. Accordingly, it is possible that the results are driven by differential market reactions to earnings management by well-governed and poorly-governed firms. The second is the potential endogeneity of tax avoidance activity. For example, firms that are performing worse for other reasons may be more likely to engage in tax avoidance.In order to address these concerns, an exogenous source of variation in firms’ opportunities for tax avoidance is required. Fortunately, a 1997 regulatory change with unrelated objectives lowered the costs of tax avoidance for a subset of firms. In late 1996, the Treasury issued what are known as the “check-the-box” (CTB) regulations. These regulations enable firms to choose their organizational form for tax purposes – for example, whether to be taxed as a C-corporation or as a pass-through entity such as a partnership or sole proprietorship – by filing a one-page form on which they could simply check the appropriate box. In replacing a complex set of rules by which the IRS determined firms’ tax status, the CTB regulations were intended to reduce the administrative burdens faced by small firms. Researchers studying international taxation argue that the CTB regulations also had the unintended consequence of facilitating tax avoidance by large US-based multinational firms through the use of what are known as “hybrid entities” (see in particular Altshuler and Grubert (2005)). Hybrid entities are classified in two distinct ways – as separately incorporated subsidiaries under the tax rules of one country and as unincorporated branches under the tax rules of another country.16The instruments for tax avoidance involve interacting a dummy variable for the post-CTB time period (i.e. the years since 1997) with firm-year-level variables that capture the incentive to engage in tax avoidance. The central idea underlying the identification strategy is that, for a given incentive to engage in tax avoidance, a firm will engage in more actual tax avoidance after the CTB regulations were adopted than it would have before, other things equal. A crucial determinant of the incentives to engage in tax avoidance is the availability of “tax shields” (i.e. tax deductions from other sources, such as interest deductions or NOL carryforwards resulting from losses in previous years); for instance, Graham and Tucker (2006) emphasize the substitutability of tax shelters and other kinds of tax shields. Instruments for tax avoidance can thus be constructed by interacting a dummy variable for the period after the CTB regulations。

211007137_国际投资仲裁中国家反诉的适用困境及其化解

211007137_国际投资仲裁中国家反诉的适用困境及其化解

㊀㊀㊀收稿日期:2022-12-01基金项目:浙江工商大学科研启动经费项目 投资者与国家争端解决机制改革与中国应对 (No.1100XJ2321076)作者简介:桑远棵,男,法学博士,浙江工商大学法学院讲师㊂㊀㊀①㊀Burlington Resources Inc.v.Republic of Ecuador ,ICSID Case No.ARB /08/5,Decision on Counterclaims,7February 2017,para.1075.㊀㊀②㊀Perenco Ecuador Limited v.The Republic of Ecuador ,ICSID Case No.ARB /08/6,Award,27September 2019,para.1023.第34卷㊀第1期中国海商法研究Vol.34㊀No.12023年3月Chinese Journal of Maritime LawMar.2023国际投资仲裁中国家反诉的适用困境及其化解桑远棵(浙江工商大学法学院,浙江杭州㊀310018)㊀㊀摘要:国家反诉是国际投资仲裁中的重要程序性机制,但在实际适用当中面临重大的制度性困境㊂绝大多数国家反诉被仲裁庭以缺乏管辖权或可受理性为由驳回,胜诉的案件屈指可数㊂研究发现,产生这种现象的根本原因在于现有的国际投资条约对国家反诉的管辖权㊁可受理性与诉因要件缺乏全面㊁具体的规制㊂从当前来看,化解国家反诉适用困境的根本出路如下:一是在国际投资条约中直接规定国家具有反诉权;二是在国际投资条约中明确国家反诉与投资者本诉须存在事实联系;三是在国际投资条约中设定具体的投资者义务㊂长远来看,构建体系化的国家反诉规则,不仅能够实现司法经济与司法协调之双重功能,还有助于推动投资者与国家之间的利益平衡㊂关键词:国际投资仲裁;国家反诉;管辖权;可受理性;诉因中图分类号:D997.4㊀㊀文献标志码:A㊀㊀文章编号:2096-028X(2023)01-0102-11Application Dilemma and Its Approach on the State Counterclaimin International Investment ArbitrationSANG Yuanke(School of Law,Zhejiang Gongshang University,Hangzhou 310018,China)Abstract :State counterclaim is an important procedural mechanism in international investment arbitration,whereas its appli-cation has confronted with significant institutional dilemma in practice.Most of the State counterclaims have been dismissed by arbitral tribunals for the reasons of lack of jurisdiction or admissibility and the case involving State counterclaim has been rarely supported.By analysis,it can be found that the causes of the occurrence of such phenomenon are that existing interna-tional investment treaties fail to,in a comprehensive and concrete manner,regulate the jurisdiction,admissibility and cause of action issues of State counterclaim.Seeing for the time being,the fundamental solutions to the application dilemma of Statecounterclaim are as following:Firstly,to directly grant the State the right of counterclaim in international investment treaty;Secondly,to explicitly require the existence of factual connectedness between State counterclaim and investor s primary claim in international investment treaty;Thirdly,to incorporate specific obligation of investor in international investment treaty.Inthe long run,construction of systemic rules of State counterclaim can not only realize the dual functions of judicial economyand judicial coordination,and it is also conducive to promote the interest balance of investor and State.Key words :international investment arbitration;State counterclaim;jurisdiction;admissibility;cause of action㊀㊀一㊁问题的提出国家反诉是国际投资仲裁中的重要程序性机制,近年来受到理论界与实务界越来越多的关注㊂2017年的Burlington v.Ecuador 案(简称Burlington案)和2019年的Perenco v.Ecuador 案(简称Perenco案)具有标志性意义,东道国厄瓜多尔提出的两份环境反诉都获得了仲裁庭的支持,美国与法国投资者需分别承担39199373美元①和54439517美元②的损害赔偿金㊂这两起成功的国家反诉案件不仅开辟了对外国投资者破坏东道国环境等不法行为进行第1期桑远棵:国际投资仲裁中国家反诉的适用困境及其化解103㊀追责的救济路径,还进一步突显了国家反诉的制度性价值㊂第十一版‘布莱克法律词典“就 反诉 给出的定义是,在提起原始诉求或本诉之后针对反对方主张的救济性诉求,或是反对或抵消原告诉求的被告诉求㊂①国家反诉则是指国家或东道国在国际投资仲裁程序中提出的旨在否定或抵消投资者原始诉求或本诉的诉求,亦称之为东道国反请求㊂从制度性价值方面而言,国家反诉可以改变东道国在国际投资仲裁程序中始终处于被动抗辩的不利处境,避免其成为国际投资仲裁程序 永远的 被申请人,②从根本上改变投资者与国家在程序性权利上的不对等性,还能间接地防止投资者滥用国际投资仲裁程序的行为,③促使投资者进行负责任的投资活动㊂然而,国际投资仲裁实践表明,获得仲裁庭支持的国家反诉案件非常少,而且实际进入到实体事项审理阶段的也仅有6起案件,④大多数仲裁庭要么以不存在国家反诉同意为由认定不具有管辖权,要么以国家反诉与投资者本诉之间缺乏联系为由认定不存在可受理性,进而在管辖权阶段便驳回了国家反诉㊂对于上述现象,有学者直言国家反诉经历了三十年的失败史㊂⑤之所以出现这种看似异乎寻常的现象,根本原因在于现有的国际投资条约对国家反诉的管辖权㊁可受理性和诉因要件缺乏全面㊁具体的规制,致使实践中不同案件的仲裁庭就此作出了不一致甚至是截然相反的解释,对国家反诉的实践发展而言构成了重大的制度性障碍㊂2020年,联合国国际贸易法委员会(简称UNCITRAL)第三工作组在第39次会议上着重指出了国家反诉面临的投资者义务规范缺失与可受理性问题,并正在考虑设计一个国家反诉的框架,希望借此降低不确定性㊁促进公平与法治以及最终实现东道国与投资者之间的利益平衡㊂⑥摩洛哥和南非在提交给UNCITRAL第三工作组的投资者与国家争议解决的可能改革文件中也提到国家反诉的构建问题㊂⑦笔者立足于现有的国际投资条约与国际投资仲裁案件,从理论与实践两个层面剖析国家反诉的三大核心要件,并在此基础上提出构建体系化国家反诉规则的具体路径㊂二㊁国家反诉的管辖权要件:同意同意是国际司法机构获得管辖权的根本依据㊂对于国际投资仲裁而言,也不例外㊂一般而言,仲裁庭的管辖权来源于投资者与东道国的同意,管辖范围则取决于同意的范围,否则仲裁庭无权受理和裁断相关投资争议㊂如果仲裁庭对当事人未予同意或同意之外的事项作出裁决,可能导致裁决丧失法律效力等不利后果㊂对于国际投资争议解决中心(简称ICSID)裁决而言,当事人可以依据‘解决国家和他国国民投资争议公约“(简称‘华盛顿公约“)第52条第1款第2项 仲裁庭明显越权 请求临时委员会撤销裁决;对于非ICSID裁决,当事人则有权依据‘承认与执行外国仲裁裁决公约“(简称‘纽约公约“)第5条第1款第3项 裁决构成超裁 请求执行地法院拒绝承认与执行部分或全部裁决㊂因此,国家反诉的同意对于仲裁庭的管辖权以及裁决的可执行性而言都至为重要㊂在性质方面,国家反诉是一项有别于投资者本诉的全新诉求,具有独立性或自治性,不同于针对投资者的本诉所提出的抗辩或否定㊂⑧这就意味着国家反诉也应满足同意这一核心要件,即投资者与东道国应当就国家反诉达成仲裁合意㊂与国际商事仲①②③④⑤⑥⑦⑧Bryan A.Garnar ed.,Black s Law Dictionary,11th ed.,Thomson West,2019,p.402.Ina C.Popova&Fiona Poon,From Perpetual Respondent to Aspiring Counterclaimant?State Counterclaims in the New Wave of Investment Trea-ties,BCDR International Arbitration Review,Vol.2:223,p.223-224(2015).Shahrizal M.Zin,Reappraising Access to Justice in ISDS:A Critical Review on State Recourse to Counterclaim,in Alan M.Anderson&Ben Beaumont eds.,The Investor-State Dispute Settlement System:Reform,Replace or Status Quo?,Kluwer Law International,2020,p.228.六个案件分别是Perenco案;Burlington案;2016年的Urbaser S.A.and Consorcio de Aguas Bilbao Bizkaia,Bilbao Biskaia Ur Partzuergoa v. The Argentina Republic案(简称Urbaser案);2012年的Antoine Goetz v.Burndi案(简称Goetz案);2014年的Hesham TM Al-Warraq v.Republic of In-donesia案(UNCITRAL Case,Award,15December2014);2017年的Tethyan Copper Company Pty Limited v.Islamic Republic of Pakistan案(ICSID Case No.ARB/12/1,Decision on Jurisdiction and Liability,10November2017)㊂Ana Vohryzek-Griest,State Counterclaims in Investor-State Disputes:A History of30Years of Failure,International Law:Revista Colombiana de Derecho Internacional,Vol.15:83,p.83(2009).UNCITRAL,Possible Reform of Investor-State Dispute Settlement:Multiple Proceedings and Counterclaims,United Nations(Jan.22,2020),ht-tps:///doc/UNDOC/LTD/V20/006/03/PDF/V2000603.pdf?OpenElement.UNCITRAL,Possible Reform of Investor-State Dispute Settlement:Submission from the Government of Morocco,United Nations(Mar.4,2019), https:///doc/UNDOC/LTD/V19/012/95/PDF/V1901295.pdf?OpenElement;UNCITRAL,Possible Reform of Investor-State Dispute Settlement:Submission from the Government of South Africa,United Nations(Jul.17,2019),https:///doc/UNDOC/ LTD/V19/072/51/PDF/V1907251.pdf?OpenElement.Maxi Scherer,Stuart Bruce&Juliane Reschke,Environmental Counterclaims in Investment Treaty Arbitration,ICSID Review,Vol.36:413,p. 414(2021).104㊀中国海商法研究第34卷裁中的商事主体或者国际投资合同中的投资者与国家之间缔结的仲裁协议不同,对于依据国际投资条约提起的国际投资仲裁程序,投资者和国家之间达成的仲裁协议有其特殊的同意形式,国家通常在国际投资条约中发出永久性㊁单方面的仲裁要约,外国投资者提起仲裁请求,则被视为接受了仲裁要约,如此一来便拟制为双方形成了仲裁合意或达成了仲裁协议㊂这种特殊形式的仲裁协议被称之为 无共同利益关系的仲裁 ㊂①实践表明,同意是阻碍国家反诉获得仲裁庭支持并广泛适用的核心障碍,目前对于是否存在国家反诉同意存在不同的解释路径与表现形式㊂(一)国家反诉同意的解释路径与表现形式1.国家反诉同意应根据国际投资条约的争议解决条款予以确定实践当中,根据国际投资条约的争议解决条款来确定是否存在国家反诉同意的解释方法为大多数仲裁庭所接受㊂因为从一定程度上看,争议解决条款本身间接地反映了条约缔约国对于可提交仲裁的争议范围的界定,尤其是其限制性或宽泛性表述对于国家是否具有提起反诉的权利会产生实质性影响㊂第一,如果争议解决条款对投资争议类型设定了特定限制,则排除存在国家反诉同意的可能性㊂在Spyridon Roussalis v.Romania案(简称Roussalis 案)中,多数仲裁员认为对于是否存在国家反诉同意,必须首先根据双边投资条约中的争议解决条款予以确定㊂本案中‘希腊与罗马尼亚双边投资条约“第9条第1款规定: 一个缔约国的投资者和另一缔约国之间关于后者在本条约下的义务的争议,如果可能的话,应由争议当事人友好解决㊂ ②根据‘维也纳条约法公约“第31条第1款,毫无疑问,这一条款将管辖权限于投资者就东道国违反条约义务的行为提起的诉求, 争议 本身是指东道国未遵守投资条约而已㊂③因此,仲裁庭判定本案不存在国家反诉同意㊂同样,在2016年的Rusoro v.Venezuela案中,尽管仲裁庭承认‘ICSID附加便利规则“第47条允许国家提出反诉,④但又认为国家反诉必须属于仲裁协议的范围之内,依据是‘加拿大与委内瑞拉双边投资条约“第12条:该条第1款将可仲裁的投资争议限缩于投资者提出的东道国违反本条约的诉求;第2款规定如果投资者认为东道国违反了双边投资条约,允许投资者确定此项诉求,告知东道国且决定未来仲裁的范围;第3款和第4款都规定提起仲裁程序的主体仅仅是投资者㊂⑤这就表明,双边投资条约仅仅赋予投资者提起仲裁的程序性权利,仲裁庭的权限仅仅是裁断投资者提出的东道国违反投资条约的诉求㊂⑥仲裁庭由此认定本案不存在国家反诉同意㊂第二,如果争议解决条款未限制投资争议类型与投资仲裁程序的启动主体,则存在国家反诉同意的可能性㊂在2012年的Inmaris raine案(简称Inmaris案)中,仲裁庭判定自身具有国家反诉的管辖权㊂‘德国与乌克兰双边投资条约“第11条规定: 任何一个缔约方和另一缔约方国民或公司之间涉及投资的争议都应尽可能由争议当事人友好解决㊂ ⑦仲裁庭认为其对任何一个缔约方和另一缔约方国民或公司之间涉及投资的争议都具有管辖权,被申请人提出的反诉是一项产生于其与申请人之间涉及投资的争议,这项争议是申请人同意提交仲裁的更大范围的争议的组成部分,因此被申请人的反诉属于仲裁庭的管辖权范围㊂⑧无独有偶,2016年Urbaser案的仲裁庭也是基于‘西班牙与阿根廷双边投资条约“第10条认定存在国家反诉同意㊂⑨第10条第1款规定,一个缔约国和其他缔约国的投资者之间涉及投资的争议应尽可能由当事人友好解决;①②③④⑤⑥⑦⑧⑨Jan Paulsson,Arbitration Without Privity,ICSID Review,Vol.10:232,p.232-233(1995).Agreement Between the Government of the Hellenic Aepublic and the Government of Romania on the Promotion and Reciprocal Protection of Invest-ments,Investment Policy Hub(May23,1997),https:///international-investment-agreements/treaty-files/6544/download.Spyridon Roussalis v.Romania,ICSID Case No.ARB/06/1,Award,7December2011,paras.865-869.‘ICSID附加便利规则“第47条规定: 除非当事人另有约定,一方当事人可以提出附随的或附加的或反诉,只要这些附随的诉求属于当事人仲裁协议的范围㊂Agreement Between the Government of Canada and the Government of the Republic of Venezuela for the Promotion and Protection of Investments,In-vestment Policy Hub(Jul.1,1996),https:///international-investment-agreements/treaty-files/644/download.Rusoro Mining Limited v.The Bolivarian Republic of Venezuela,ICSID Case No.ARB(AF)/12/5,Award,22August2016,paras.621-627.Vertrag zwischen der Bundesrepublik Deutschland und der Ukraineüber die Förderung und den gegenseitigen Schutz von Kapitalanlagen,Invest-ment Policy Hub(Feb15,1993),https:///international-investment-agreements/treaty-files/1442/download.Inmaris Perestroika Sailing Maritime Services GmbH and Others raine,ICSID Case No.ARB/08/8,Award,1March2012,para.432.Urbaser S.A.and Consorcio de Aguas Bilbao Bizkaia,Bilbao Biskaia Ur Partzuergoa v.The Argentina Republic,ICSID Case No.ARB/07/26, Award,8December2016,paras.1143-1148.第1期桑远棵:国际投资仲裁中国家反诉的适用困境及其化解105㊀第2款规定,如果未达成和解,依据任何一个当事人的请求,投资争议应当提交至东道国的主管法庭;第3款规定,依据任何一个争议当事人的请求,在特定情形下争议可以提交至国际仲裁庭㊂①仲裁庭认为上述三款规定对于谁是申请人谁是被申请人完全持中立立场,也就表明任何一个争议当事人都有权提起仲裁程序㊂此外,申请人还承认双边投资条约没有对谁可以提出诉求设定属人限制,而且其作出的承诺也没有排除被申请人的反诉㊂②2.当事人同意适用ICSID仲裁则视为构成国家反诉的同意实践中有观点认为,既然争议当事人已经同意适用ICSID仲裁,在投资者提交给ICSID仲裁诉求时就应当被默认为或者附带性地同意了国家反诉,因为‘华盛顿公约“第46条③和‘ICSID仲裁规则“第40条④都明确允许国家提起反诉㊂从本质上看,这种理论是从当事人选择适用ICSID仲裁的这一行为来推定存在国家反诉同意,而不论国际投资条约中的争议解决条款等其他规定㊂国际投资仲裁实践中,已经有少数的仲裁庭或仲裁员认可并适用这种推定同意或默示同意理论㊂2011年Roussalis案的仲裁员迈克尔㊃瑞斯曼(Mi-chael Reisman)教授在其异议意见中便坚定支持这种立场,他认为当双边投资条约的缔约国附带地同意ICSID管辖,‘华盛顿公约“第46条的 同意 就已经在事实上被引入到投资者所选择的ICSID仲裁程序㊂⑤随后,2012年Goetz案仲裁庭的观点几乎与迈克尔㊃瑞斯曼教授的一样,他们认为布隆迪缔结双边投资条约的这一特别行为就表明其已经接受了任何可交由ICSID仲裁的争议将受到‘华盛顿公约“项下规则的支配㊂尤其是,布隆迪接受了在投资仲裁程序中提起的反诉将由仲裁庭依据‘华盛顿公约“第46条及‘ICSID仲裁规则“第40条进行裁断㊂而且,投资者接受了双边投资条约中的仲裁要约,就应等同于接受了反诉,这种双重同意赋予了仲裁庭审理反诉的管辖权㊂正因为如此,双边投资条约中没有规定仲裁庭的反诉管辖权条款,是无关紧要的㊂值得注意的是,仲裁庭还直接援引了迈克尔㊃瑞斯曼教授的上述观点来强化其裁判说理㊂⑥3.国际投资条约明确排除了特定类型的反诉,反向推定允许其他类型的反诉在Aven v.Costa Rica案(简称Aven案)中,被申请人哥斯达黎加提出了环境反诉,所依据的理由是‘中美洲自由贸易协定“(简称DR-CAFTA)已经为国家反诉预留了可能性㊂⑦具体而言:一是DR-CAFTA既没有排除㊁也没有禁止仲裁庭对反诉行使管辖权,这些条款对投资争议的申请人或被申请人的身份完全持中立态度;二是只有DR-CAFTA 第10.20条第7款提及反诉,即被申请人不得主张抗辩㊁反诉抵消权或者以其他任何理由主张申请人已经获得或将要获得依据保险与担保合同就其全部或部分损害的补偿金或赔偿金㊂换言之,既然DR-CAFTA已经明确排除了被申请人在保险和担保合同项下的反诉权利,也就间接表明其他任何类型的反诉都是被允许的㊂⑧4.投资者与东道国达成单独的国家反诉管辖权协议在Burlington案中,申请人Burlington在厄瓜多尔从事自然资源开采的投资活动㊂厄瓜多尔提出的环境反诉是申请人的投资活动对第7号与第21号区域的土壤和地下水造成严重污染,根据厄瓜多尔的法律,申请人应对环境损害承担严格责任,即申请人应支付给厄瓜多尔赔偿金总额是2797007091美元㊂本案中,申请人和厄瓜多尔就国家反诉的管辖权问题单独签订了一份协议㊂⑨①②③④⑤⑥⑦⑧⑨Acuerdo para la Prohocion y la Proteccion Reciproca de Inversiones Entre el Reino de Espaaa y la Republica Argentina,Investment Policy Hub(Oct.3,1991),https:///international-investment-agreements/treaty-files/119/download.Urbaser S.A.and Consorcio de Aguas Bilbao Bizkaia,Bilbao Biskaia Ur Partzuergoa v.The Argentina Republic,ICSID Case No.ARB/07/26, Award,8December2016,paras.1143-1146.‘华盛顿公约“第46条规定: 除非当事人另有约定,法庭应当依据一方当事人的请求决定任何直接产生于争议标的物的附随的或附加的诉求或反诉,只要它们属于当事人的同意范围以及属于中心的管辖范围㊂‘ICSID仲裁规则“第40条规定: 除非当事人另有约定,一方当事人可以提交一份直接产生于争议标的物的附随的或附加的诉求或反诉,只要这些附随的诉求属于当事人的同意范围以及属于中心的管辖范围㊂Spyridon Roussalis v.Romania,ICSID Case No.ARB/06/1,Award,Dissenting Opinion by W.Michael Reisman,28December2011.Antoine Goetz v.Burundi,ICSID No.ARB/01/2,Award,21June2012,paras.278-279.The Dominican Republic-Central America-United States Free Trade Agreement,Office of the United States Trade Representative(Aug.5, 2004),https:///trade-agreements/free-trade-agreements/cafta-dr-dominican-republic-central-america-fta/final-text.David Aven et al.v.The Republic of Costa Rica,Case No.UNCT/15/3,Final Award,18September2018,paras.690-694.Burlington Resources Inc.v.Republic of Ecuador,ICSID Case No.ARB/08/5,Decision on Counterclaims,7February2017,para.6.106㊀中国海商法研究第34卷㊀㊀5.投资者未及时对仲裁庭的反诉管辖权提出异议,视为构成国家反诉同意在Perenco案中,厄瓜多尔提出的环境反诉是要求申请人Perenco承担第7号与第21号区域环境损害的恢复费用㊂该案中,申请人从事的石油开采业具有内生的环境风险,尤其是在环境非常脆弱的亚马逊森林㊂由于申请人在以上两个区域的开采活动中明知其投资活动的重大环境影响,也没有履行必要的注意义务,故应承担环境损害的恢复费用㊂应当指出,申请人是在提起仲裁的5年后以及仲裁庭已经就环境反诉作出临时决定之后才对环境反诉的可受理性提出异议,此前从未对东道国环境反诉的管辖权或可受理性提出过任何异议,①因此仲裁庭将投资者此种不作为或参与国家反诉实体事项审理的行为推定为构成国家反诉同意㊂(二)对国家反诉同意解释路径与表现形式的评价一是根据国际投资条约的争议解决条款来确定存在国家反诉同意的解释路径㊂从当前来看,多数意见认为国家反诉的同意必须来源于国际投资条约的争议解决条款,因为它直接划定了可仲裁的投资争议范围㊂一旦投资者接受了仲裁要约,当事人便对投资争议的范围形成了合意㊂而且,投资者只能接受仲裁要约的全部事项,不得进行任何挑选,更不得任意排除东道国的反诉权利㊂②在此情形下,国际投资条约中那些宽泛的或不设限制的争议解决条款具有包含国家反诉的充分空间㊂相反,争议解决条款的狭隘性或限制性表述则很可能将国家反诉排除出可仲裁的投资争议范围㊂历史上,‘华盛顿公约“的缔约材料就曾经明确提到第9节(现第46条)根本无意扩大仲裁庭的管辖权,其中一个代表团提到反诉管辖权必须经过当事人明确授予,而不是要求当事人明确排除㊂③因此,对于是否存在国家反诉同意,可以根据国际投资条约的争议解决条款所设定的可仲裁的投资争议范围予以确定㊂二是从当事人同意适用ICSID仲裁的行为本身来推定存在国家反诉同意的解释路径㊂从价值层面来看,这种解释方法具有一定的合理性㊂一方面,这种解释方法可以避免出现投资争议结果的不一致性,提高投资争议解决效率,以实现司法协调与司法经济之双重目标㊂实际上,‘华盛顿公约“具有鼓励㊁支持国家反诉的倾向性立场,这种立场不仅体现在公约第46条明确允许国家提起反诉,还体现在‘华盛顿公约“的名称以及第36条也都直接表明它并未将ICSID仲裁程序的启动权限缩于投资者㊂④‘华盛顿公约“的缔约材料也进一步表明,引入第46条是为了避免在其他单独的程序如东道国的法院提出关联性诉求,ICSID仲裁庭与东道国的法院可能就具有牵连关系的投资争议作出完全不一致的决定,这不仅使得投资争议解决趋于复杂化,也会降低程序性效率与不当增加当事人的争议解决成本,更有违‘华盛顿公约“的文本与精神㊂在2015年的Marco v.Romania案中,仲裁员卢比诺(Rubino)在其异议意见中更是认为,被申请人的反诉是其自身抗辩的自然延伸,很难接受投资条约的缔约国有意在不同的法院和仲裁庭产生平行诉讼程序㊂⑤另一方面,这种解释方法可以防止再次出现投资争议㊂投资条约缔约国在同意ICSID仲裁时,必然期待与其密切关联的投资争议全部交由单一程序解决,将此类争议交由不同的法庭可能再次引发其他的投资争议㊂正如迈克尔㊃瑞斯曼教授所言,如果东道国法院作出了不利判决,先前国际投资仲裁程序的被申请人可能再次成为申请人并据此提起另一个投资仲裁诉求,⑥当事人可能陷入到循环往复的争议解决过程之中,并不符合‘华盛顿公约“促进投资争议通过国际司法机制予以解决的根本目标㊂从文义的角度视之,‘华盛顿公约“第46条要求排除反诉必须是当事人以明示形式表示,否则就应视为仲裁庭有权裁断与投资者本诉相关联的反诉㊂换言之,如果争议当事人没有明确表示排除反诉,反诉理应属于仲裁庭的管辖范围㊂从‘华盛顿公约“的缔约历史来看,所涉及的缔约材料也都没有表明国家有意限①②③④⑤⑥Perenco Ecuador Limited v.The Republic of Ecuador,ICSID Case No.ARB/08/6,Decision on Perenco s Application for Dismissal ofEcuador s Counterclaims,18August2017,paras.35,44.参见肖军㊁康雪飘:‘国际投资仲裁中国家反诉的仲裁同意问题“,载‘武大国际法评论“2018年第5期,第87-91页㊂ICSID:History of the ICSID Convention(Vol.II-1),ICSID Publication,2009,p.573.‘华盛顿公约“的缔约材料也同样申明允许投资者和东道国提起仲裁程序,因为公约在条款的设计上致力于在投资者和东道国之间的利益上维持微妙的平衡㊂See Thomas Kendra,State Counterclaims in Investment Arbitration:A New Lease of Life?,Arbitration International,Vol.29: 575,p.577(2013).Marco Gavazzi&Stefano Gavazzi v.Romania,ICSID Case No.ARB/12/25,Decision on Jurisdiction,Admissibility and Liability,21April 2015,Dissenting Opinion of Arbitrator Mauro Rubino Sammartano,para.42.Spyridon Roussalis v.Romania,ICSID Case No.ARB/06/1,Award,Dissenting Opinion by W.Michael Reisman,28December2011.第1期桑远棵:国际投资仲裁中国家反诉的适用困境及其化解107㊀制或排除反诉㊂如果不存在此类情形,便可以推定投资者同意反诉一并交由仲裁庭解决,这应当是一项默认规则㊂①但是,如果仅仅依赖于当事人同意适用ICSID 仲裁以及‘华盛顿公约“第46条㊁‘ICSID仲裁规则“第40条便直接认定存在国家反诉同意,实际上存在很大的争议㊂产生此种争议主要有两点原因:一是适用‘华盛顿公约“第46条的前提条件是反诉必须属于当事人的同意范围,投资者提起诉求这一行为本身不足以推定为构成国家反诉同意;二是不考虑国际投资条约的相关争议解决条款,尤其是国家在国际投资条约中设定的仲裁要约范围,很可能会不当地扩大ICSID仲裁的范围,这不仅有可能违反条约缔约国的真实意图,还将进一步加剧当事人之间程序性权利的不平等性㊂基于此,有学者对迈克尔㊃瑞斯曼教授的观点进行了强烈驳斥,并认为默示推定同意理论构成对所适用的国际投资条约和法律文件的非法修改㊂②三是通过在国际投资条约中排除特定类型的反诉反过来推定允许其他类型的反诉的解释路径㊂这种解释方法具有一定程度的合理性㊂实践中,这类条款经常出现在国际投资条约中,如1988年‘中国与澳大利亚双边投资协定“第12条第5款㊁1998年‘中国与巴巴多斯双边投资协定“第9条第8款㊁2009年‘科威特与新加坡双边投资条约“第9条第6款㊁2018年‘阿根廷与日本双边投资条约“第25条第14款㊂不过,这类条款能否成为构成国家反诉同意的法律基础,并未获得仲裁庭的广泛认可和接受㊂尤其是,如果国际投资条约的争议解决条款限制了可仲裁的投资争议类型或者仲裁程序的启动主体,那么这类争议解决条款的效力应具有优先性㊂四是通过投资者与东道国单独达成一份反诉的管辖权协议以及因投资者未及时对反诉管辖权提出异议来推定存在国家反诉同意这两种表现形式㊂就前者而言,当事人缔结单独的国家反诉管辖权协议是形成国家反诉同意的最为简单㊁直接的方式,不过投资者大多为避免承担责任,不仅不会与东道国缔结此种反诉管辖权协议,还会极力否定仲裁庭对国家反诉的管辖权,因而这种国家反诉的同意形式并不常见㊂至于后者,国家反诉的默示同意形式亦不常见,因为投资者一般都会在庭审的开始阶段便极力抗辩仲裁庭对国家反诉的管辖权,因而默示同意几乎很少发生㊂三㊁国家反诉的可受理性要件:联系国家反诉的可受理性要件,是指国家反诉必须与投资者本诉存在必要的联系或牵连关系,仲裁庭才具有一并裁断的权限㊂从价值层面而言,这项要件是为了促使仲裁庭更为全面地审查当事人的诉求㊁作出一致性裁决以及实现司法程序的经济性㊂从文本上看,‘华盛顿公约“第46条几乎完全照搬了国际法院‘法院规则“第80条,③二者都要求反诉必须直接产生于争议标的物㊂大多数学者认为这种联系 的法律性质为可受理性而非管辖权事项㊂④例如,Goetz案和Metal-Tech v.Uzbekistan案的仲裁庭都将国家反诉与投资者本诉必须具备的 联系 定性为可受理性㊂⑤当前存在的最大争议问题是国家反诉必须与投资者本诉存在何种程度上的联系,是必须同时存在法律联系与事实联系?还是仅须存在事实联系?实践之中,不同的仲裁庭就此 联系 给出了不同的解释方案㊂(一)国家反诉与投资者本诉之间 联系 的解释分歧1.国家反诉与投资者本诉须同时存在法律联系与事实联系现有实践表明,东道国提出的反诉大多是依据其国内法,即投资者的行为违反了东道国的某个法律,而不同于投资者本诉所依据的国际法 国际投资条约㊂由于国家反诉与投资者本诉缺少相同的法律依据或不存在法律联系,多个案件的仲裁庭认①②③④⑤M.N.Bravin&A.B.Kaplan,Arbitrating Closely Related Counterclaims at ICSID in the Wake of Spyridon Roussalis v.Romania,TransnationalDispute Management,Vol.9:1,p.7(2012).Dafina Atanasova,Adrian Martinez Benoit&Josef Ostransky,The Legal Framework for Counterclaims in Investment Treaty Arbitration,Journal of International Arbitration,Vol.31:357,p.359(2014).‘法院规则“第80条第1款规定: 反诉可以提出,但以与当事国另一方的诉讼请求的标的直接有关并属于法院管辖范围之内为限㊂ Andrea Marco Steingruber,Antoine Goetz and Others v.Republic of Burundi Consent and Arbitral Tribunal Competence to Hear Counterclaims in Treaty-based ICSID Arbitrations,ICSID Review,Vol.28:291,p.300(2013);Dafina Atanasova,Adrian Martinez Benoit&Josef Ostransky,The Legal Framework for Counterclaims in Investment Treaty Arbitration,Journal of International Arbitration,Vol.31:357,p.380(2014);Arnaud de Nanteuil, Counterclaims in Investment Arbitration:Old Questions,New Answers,Law&Practice of International Courts and Tribunals,Vol.17:374,p.385(2018).Antoine Goetz v.Burndi,ICSID No.ARB/01/2,Award,21June2012,para.283;Metal-Tech Ltd v.Republic of Uzbekistan,ICSID ARB/10/3, Award,4October2013,para.407.。

海外并购交易之定价机制

海外并购交易之定价机制

投资并购系列海外并购交易之定价机制在海外并购交易中,定价机制常常是谈判的核心,也是并购交易文本中需要财务团队、律师团队、税务团队等着重确认的交易要素之一。

一般而言,常见的并购定价机制有两种:交割后价格调整机制(Post-closingPrice Adjustment Mechanism)和锁箱机制(LockedBox Mechanism)。

在本团队近期服务的一个中国企业收购荷兰标的公司的跨境并购项目中,其定价机制即涉及这两种并购定价机制的转换。

一交割后价格调整机制是跨境并购中通常使用的定价机制[1]。

在该机制中,有两个重要的日期:股份购买协议(“SPA”)签署日和交割日。

交易双方首先在SPA签署日确定标的公司的企业价值(EnterpriseValue),然后在交割后通过“实际现金、负债和营运资本(actualCash, Debt, Working Capital)”确定股权价值(EquityValue)[2]。

具体而言,在交易中如果采用交割后价格调整机制,交易双方需要在交易文本中对以下几个要素进行确定:a.SPA签署日确定的企业价值:企业价值通常根据交易双方共同同意的估值方式计算而得;b.股权价值:股权价值是买方购买相关股份的实际对价,即购买价格(PurchaserPrice)(为方便起见,假设买方从卖方购买标的公司的100%的股份)。

一般股权价值由企业价值以及交割日当日的实际现金、负债和营运资本计算而来;c.初始购买价格(InitialPurchase Price):如上述所言,股权价值是由企业价值根据交割日的实际现金、负债和营运资本得来,但在实践中,卖方无法在交割日当日提供标的公司的资产负债表,因此无法在交割日确认交割日当天的实际现金、负债和营运资本,从而无法确定实际购买价格。

为解决此问题,常见的作法是交易双方在交割日前对交割日当日的的现金、负债以及营运资本进行估值,由企业价值和此估值获得初始购买价格,并由买方在交割时以初始购买价格进行支付;d.最终购买价格(FinalPurchasePrice):在交割发生后的一段时间,交易双方可确认标的公司截至到交割日当日的资产负债表以及其他相关财务信息,统称为交割时账目(ClosingAccounts),根据交割时账目与初始购买价格中的相关估值进行比对调整,计算出最终购买价格。

《公司治理问题研究的文献综述》6200字

《公司治理问题研究的文献综述》6200字

公司治理问题研究的国内外文献综述目录公司治理问题研究的国内外文献综述 (1)1.1国外研究现状 (1)(1)关于公司治理的研究 (1)(2)关于委托代理理论的研究 (2)(3)关于董事会的研究 (2)1.2 国内研究现状 (3)(1)关于公司治理的研究 (3)(2)关于委托代理理论的研究 (3)(2)关于董事会的研究 (3)第2章相关概念与理论基础 (5)2.1 公司治理的概念 (5)2.2 委托代理理论 (5)2.3激励与约束理论 (6)2.4利益与相关者理论 (6)2.5公司治理模式体系及构成 (7)参考文献 (8)公司治理的相关问题已有400多年的历史,最早可以追溯到公元1600年东印度公司的成立。

随后开始出现公司治理问题与治理结构等相关概念。

由于各学者专业领域侧重点不同,所以本文将公司治理问题研究归纳为如下几个方面。

1.1国外研究现状(1)关于公司治理的研究关于公司治理方面,大多数学者认为有效的公司治理可以对董事会、监事会进行有效的监督,也可以在一定程度上制衡股权结构。

如Gomes和Novaes(2013)错误!未找到引用源。

认为由数位大股东共同持股,彼此相互制衡的模式有助于实现有效的公司治理机制。

Casado等(2016)错误!未找到引用源。

通过对瑞士上市公司实证研究发现,拥有几个大股东会带来更有效的公司治理机制,在多个受益股东存在的情况下,公司治理机制不仅有助于监督管理层,也有助于监督其他大股东。

PeiHossain(2017)错误!未找到引用源。

指出,较高的公司治理水平能够在公司中建立严密的管理系统,保证公司运行,维护利益相关者权益。

Zhi Wang和Ramzan Muhammad(2020)错误!未找到引用源。

通过研究证明多元化的股权结构和高负债的资本结构对企业业绩至关重要。

R.Gulatir等人(2020)错误!未找到引用源。

借助2017年在印度运营的40家公司样本构建了公司治理评价指数,将6个不同的指标构成公司治理评价指数,包括董事会效率、审计职能、风险管理、薪酬、股东权利和信息披露的透明度。

Self-enforcing strategic demand reduction

Self-enforcing strategic demand reduction

Self-enforcing Strategic Demand ReductionPaul S.A.Reitsma,Peter Stone,J´a nos A.Csirik,and Michael L.Littman Computer Science Department,Brown University,Box1910,Providence,RI02912 psar@—/˜psarDepartment of Computer Sciences,University of Texas at Austin,Austin,TX78712 pstone@—/˜pstoneAT&T Labs—Research,180Park Ave.,Florham Park,NJ07932 janos@—/˜janosDepartment of Computer Science,Rutgers University,Piscataway,NJ08854 mlittman@—/˜mlittmanAbstract.Auctions are an area of great academic and commercial interest,fromtiny auctions for toys on eBay to multi-billion-dollar auctions held by govern-ments for resources or contracts.Although there has been significant research onauction theory,especially from the perspective of auction mechanisms,studies ofautonomous bidding agents and their interactions are relatively few and recent.This paper examines several autonomous agent bidding strategies in the contextof FAucS,a faithful simulation of a complex FCC spectrum auction.We intro-duce punishing randomized strategic demand reduction(PRSDR),a novel bid-ding strategy by which bidders can partition available goods in a mutually ben-eficial way without explicit inter-agent communication.When all use PRSDR,bidders obtain significantly better results than when using a reasonable baselineapproach.The strategy automatically detects and punishes non-cooperating bid-ders to achieve robustness in the face of agent defection,and performs well underalternative conditions.The PRSDR strategy is fully implemented and we presentdetailed empirical results.1IntroductionSome of the largest auctions held involve hundreds of goods in hundreds of categories, scores of bidders,complicated rules,and everything being auctioned simultaneously over a hundred or more rounds.In these auctions,it is very difficult for humans to grasp all of the nuances regarding the effects of their strategic puter aid could ease the burden of efficiently competing in these auctions,especially if the user need only input his or her values for the goods in the auction into a parameterized strategy.Simple autonomous agents have started to appear as bidders in some auctions.How-ever,they tend to be straightforward incremental bidders that raise the price of a single good up to a user’s stated maximum(e.g.on eBay).Bidding agents that support depen-dent values among multiple interacting goods have been deployed in some experimental scenarios[5,10,8].Here,we present agent bidding strategies in a large-scale and real-istic auction scenario,namely the FCC Spectrum Auction Simulator,or FAucS[1].Here,we build on our previous work in FAucS,in which we created Knapsack agents that optimized the set of goods they bid on given a budget constraint,but not takinginto account the needs and strategies of other agents[1].In this previous work we also created alternative agent strategies that outperformed the Knapsack agents,but that relied on the unrealistic assumption that agents knew each other’s valuations of the goods with complete certainty.In this paper,we present punishing randomized strategic demand reduction(PRSDR), a strategy by which cooperative agents can significantly outperform the Knapsack agents despite having highly uncertain knowledge regarding each others’goals and without any explicit inter-agent communication.The strategy is self-enforcing in that agents cannot benefit by defecting back to the Knapsack strategy.PRSDR serves as an example of a general strategy for bidding in simultaneous multiple-round(SMR)auctions in which:–there is room to bid below the expected sell prices;and in which–there are few value interdependencies among goods.The basic idea of PRSDR is that bidders bid for randomized subsets of their true desired goods while retaining the ability to effectively punish bidders who defect from this mutually beneficial strategy.The punishment takes the form of driving prices up in the markets of interest to a defecting bidder.The remainder of the paper is organized as follows.An overview of FAucS and the general setup appears in Sections2and3.Details of the PRSDR algorithm follow in Sections4and5.Empirical results demonstrating its utility and robustness are pre-sented in Section6along with a suggestion on how to improve the efficiency of FCC Spectrum auctions by a change of rules designed to inhibit communication-free cooper-ation.Section7relates our results to the game-theoretical construct of iterated bimatrix games and Section8concludes.2FCC Spectrum Auction SimulatorOur prototype implementation of PRSDR is tailored to the FAucS domain[1],a detailed and realistic simulator of the FCC Spectrum auctions.The goods available in the FCC spectrum auctions are a set of licenses,or blocks of spectrum;each in a market,or region of the United States.In this paper we focus on FCC Auction35,in which licenses were10or15megahertz in size,and each of the195markets had between1and4 licenses available.A total of422licenses and more than80bidders were involved.To afirst approximation,the rules of the auction are straightforward(official rules are presented in FCC document DA00–20381).All of the FCC spectrum auctions,in-cluding Auction35,use an SMR system in which all goods are available at the same time,and bidding occurs in discrete rounds2.After each round,each bidder’s bids are announced publicly.The provisionally winning bids and corresponding provisional win-ners are also announced:these are the highest bid received up to that point on eachlicense and the party that placed the bid(in case of a tie,thefirst bid submitted to the FCC’s system wins).The auction ends immediately after thefirst round with no new activity.Each license is then sold to its provisional winner for a price equal to the provisionally winning bid.As is customary in auctions,the FCC had anti-collusion rules forbidding bidders from explicitly exchanging information before and/or during the auction.While this underlying mechanism is simple,there have been many subtle modifi-cations and complex rules added over time.The two that are most important for the purposes of this paper are the rules governing allowable bids and eligibility constraints. Allowable bids.Bids on a license that has received no bids in previous rounds must be of a predetermined minimum bid price.After a license has received bids,further bids can only increase the value of the current provisionally winning bid by1to9 bid increments.A bid increment is a value between and,calculated by the FCC and increasing with bidding activity.Eligibility Constraints.Each license is worth a certain number of bidding units(BUs), correlated with the population of the market.Each round,a bidder has a specific eligibility,and may not bid on more BUs than that.A bidder must maintain bidding activity in order to maintain eligibility to bid in later rounds.3FAucS models these rules and all others relevant to Auction35in their entirety.4 It uses a client-server architecture with the server and the bidding agents(clients)all written in Perl and using TCP sockets to communicate with each other.Typical auctions last between100and150rounds;Auction35lasted101rounds. 3Simulation OverviewWhile the original FCC auction35had more than80bidders,only a few—aboutfive—were of significant individual importance in terms of the licenses won.We designate a set offive agents as strategic bidders to emulate the presence offive national companies participating in Auction35.5By virtue of their size,particularly estimated budget size, it is immediately apparent to all agents which bidders are strategic bidders.The other75bidders in the original auction were budget-constrained regional com-panies with interests only in specific markets.The primary effect of these smaller bid-ders was to create competition in every market and drive up prices:they didn’t win very much in the end.Accordingly,we have modeled the aggregate role of these bidders usingfive secondary bidders which are straightforward bidders with no budget con-straints.These bidders each desire a license from each market but are willing to pay only about75%as much as the strategic bidders for any one license.These secondary bidders ensure competition in every market until license prices are beyond the levels they are willing to pay,effectively setting the pricefloor for licenses at about75%of strategic bidder valuations.This bidding approach served to raise prices to realistic lev-els without requiring us to model all75regional bidders explicitly.3.1Agent UtilityFor the purposes of this paper,the utility function for all agents is profit,defined as the value to the agent of the set of licenses it won minus its expenditures.We assume no inter-market dependencies in market valuations.This hypothesis is a reasonable starting point for our explorations and can be partially justified by the existence of an(ineffi-cient)aftermarket for licenses.There is also some evidence that human bidders in these auctions ignore intermarket dependencies.Each agent has significantly different goals drawn from a realistic model based on analysis of real auction data,information from real bidders,and a Merrill Lynch analysis of the estimated theoretical values of particular markets[1].These goals consist of priorities and valuations for each market.Each agent’s priority for a given market is the number of licenses the agent would like to acquire from that market.A market’s value to this agent increases with the size of the licenses in megahertz and the population of the market(mhzpop). This Market Value(MV)is the value to the agent(the maximum amount the agent is willing to pay)for a license in a market where it wants to acquire one more license (whether or not it has any already).If an agent wants two more licenses in a market,it is willing to pay an Enhanced Market Value or EMV of approximately more for the first of those licenses,to try to ensure it gets at least one.Otherwise,if an agent wants no licenses in a market,any licenses in that market have no value to the agent.Profit earned is the difference between the value of a license to the agent and the price paid for that license,and the only effect of priority is to control these values.For example,if the New York market had a population of30,000,000,10-mhz li-censes,and agent3valued the market at$5million per mhzpop and had a priority of 2in the market,it would be willing to pay$1.575billion for thefirst license,$1.5bil-lion for the second,and$0for the third.Purchasing one license for$1.2billion would generate a profit of$375million.These priorities introduce a simple type of inter-good dependency that model the real bidders’apparent interests,as expressed by one of the bidding teams from the orig-inal(real)auction.It is interesting to note that,while this value characterization may not be optimal since it may simplify away information about inter-good dependencies, it is nevertheless approximately what the real human bidders used.Our conversationswith them suggested that the most probable explanation for using this simplified repre-sentation is that the auction is so tremendously complex that even highly skilled human bidders were unable to reason efficiently using the full complexity of all dependencies in the situation,and had to simplify the representation they used in order to make the problem tractable.One of our hopes in carrying out auction agent research is to re-lieve the human bidders of some of this complexity burden,allowing them to use richer goal representations.Potentially,this would improve the efficiency of the allocation of goods,leading to a consequent increase in value for the bidders,the auctioneer,and society at large through the more-efficient utilisation of goods.3.2Uncertain KnowledgeIn our preliminary experiments[1],agents had full knowledge of each others’utility functions;however,in reality,agents have only rough estimates of each others’utilities, arising from market research on that company’s competitors.In this paper,we only consider strategies that are robust to uncertain knowledge.We obtained an agent’s estimate of the budget and MVs of other agents by taking the actual budget and MVs of those agents and randomly perturbing the values by up to 20%in either direction,separately for each value.Every priority for every other agent had approximately a chance of being guessed incorrectly.Note that under this pes-simistic uncertainty scheme,any set of priorities can be guessed for any agent.Particu-larly problematic is the interaction between this extreme randomness,the large variation in market size,and strategic bidders with relatively modest goals;simply guessing the priority of the largest market(New York)incorrectly for the strategic bidder with the smallest budget would add–to the estimate of that bidder’s overall desired value of licenses.This large uncertainty poses a significant problem for any agent strat-egy that makes use of knowledge about the other agents,requiring successful strategies to be robust to misinformation.4General Agent StrategyTable1summarizes the agent bidding algorithm.The quantities in Steps2and3are: Remaining eligibility:bidder’s current eligibility minus the bidding units tied up in licenses of which it is provisional winner;Remaining budget:bidder’s total budget6minus the money tied up in licenses of which it is provisional winner;Current values for markets:use the MV or EMV,depending on the agent’s priority for the market and the number of licenses in the market for which the bidder is already provisional winner;Current costs for each market:prices of the least expensive licenses in each market.Table1:High-level overview of the general agent bidding algorithm.Agents differ in opera-tionalizations of Step4REPEAT(once per round)1.Get market prices from serverpute remaining budget and eligibilitypute current values and costs of markets4.Choose desired licenses within constraints5.Submit bids to server at cheapest incrementUNTIL game overOnce the set of desired licenses is determined,the agent bids at the1-increment price for those and only those licenses(Step5in Table1).All agents in this paper use this basic strategy;they only differ in how they choose desired licenses(Step4). Note that in some implementations Step5is conducted in several stages throughout the execution of Step4,but is otherwise unchanged.4.1Knapsack and ImprovementsThe baseline agent we used was the Knapsack agent.This agent was built on the real-ization that determining which licenses to bid on for maximum profit given a limited budget is very similar to the classic knapsack problem.The addition of BUs and eligi-bility costs for each license makes this problem more complex,however treating it as a knapsack problem usually yields optimal solutions[1].While the Knapsack agent is extremely effective,it has one major weakness:it does not explicitly take into account the presence of other bidders.Our search for improved strategies is driven by two questions:1.Can we develop a strategy that will beat afield of Knapsack agents?2.Can wefind a strategy that will outperform Knapsack when used by all agents?Thefirst question assumes that the other agents have not discovered a strategy su-perior to Knapsack,and so will all be Knapsack agents.Accordingly,it is necessary to adopt a strategy that,when faced with competing Knapsack agents,will generate more profit than when using Knapsack.Certain types of strategies(such as Budget Stretching[1])which exploit the myopic nature of Knapsack initially appeared promis-ing,allowing significant profit gains in the perfect-knowledge case.However,when we relaxed the unrealistic assumption of perfect knowledge,the gains all but disappeared—the strategies seemed too fragile to be effective in the more realistic setting.In this paper,we focus on the second question,describing a strategy(PRSDR) which—when used by all agents—will significantly outperform Knapsack and addi-tionally has the stability property that in an auction of all PRSDR agents,each agent is better off sticking with PRSDR than reverting back to Knapsack.5Randomized SDROne simple strategy that can lead to an improvement in the utilities of all involved is Strategic Demand Reduction(SDR)[9].In SDR,bidders avoid competing with eachother for licenses,keeping the prices on those licenses low for all involved.Essentially, bidders using SDR allocate the goods available among themselves and then do not compete on goods they have not been allocated.For example,consider two identical bidders with each bidding on two identical items worth each.Myopic greedy bidding,like Knapsack,would see each bidder obtain one item for,since they can afford to pay for each item but for only one.Realizing this,the bidders can reduce their demands to one item each,ensuring both bidders will obtain an item for only,earning of profit instead of.Since explicit communication is not permitted,the strategy needs implicit methods to allocate licenses[4].Hence,it is necessary to use a variant of SDR that can allocate licenses dynamically and with only implicit communication.The essential idea in Randomized SDR(RSDR)is to bid for any desired unclaimed license;recall that ties are broken randomly.Thefirst strategic bidder to become the provisional winner of a license is said to own that license.This approach(shown in Table2)provides step4of Table1’s general agent bidding algorithm.Table2:Description of the naive RSDR implementation of Step4in Table1e Knapsack to bid for an optimal set of desired li-censes that are not owned by another strategic bidder(i.e.,don’t steal licenses from strategic bidders).An agent always takes any licenses it owns back from secondary bidders.The simu-lator reports a provisional winner for each license that has received a bid,ensuring that each license any agent desires will become owned by a strategic bidder,and hence can be acquired by that bidder without competition from other RSDR agents.No profit above the valuations of the secondary bidders(the effective pricefloor) is wasted infiguring out this allocation;with this approach,the strategic bidders will determine their allocation while the secondary bidders are still active.5.1RSDR AlgorithmThe expected net value to an agent when all agents use naive RSDR is directly related to the total value the agent desires and inversely related to the amount of competition in those desired markets,as is reasonable.However,due to the underlying randomness,it is possible for an agent to be unlucky and receive only a small amount of value.For each agent,one can compute a satisfaction value,which is simply the total value to that agent of the licenses it owns divided by the total value to that agent of all of its goals.If the satisfaction of an agent is sufficiently below that of the other agents,it has been an unlucky bidder.If the satisfaction of an agent is low enough,the agent might actually receive less profit from RSDR than from Knapsack.An unlucky agent can notice that it is such well before the end of the auction,since license allocations are largely determined early.Additionally,an agent can always startout using RSDR and then later switch to using Knapsack.7Thus,the unlucky agent would likely switch to Knapsack and earn more while lowering the profits of the other agents,which may be desirable if they are competitors.Accordingly,an unlucky bidder will defect from the RSDR scheme and go back to using Knapsack.This risk of defection lowers the utility of RSDR,and so should be minimized. One simple method of avoiding such unlucky bidders is by introducing a process of fairing.The algorithm allows an unlucky bidder to randomly take licenses that it wants, regardless of ownership,until its satisfaction is no longer too low(Table3).If this strategy drives another agent’s satisfaction too low,the newly unlucky agent would then take licenses from others,until every agent has a reasonable amount.Since not all agents can be above average satisfaction,the threshold that determines an unlucky bidder must be less than the average;in practice,a value around90%works well,although any threshold low enough to prevent profit loss due to spurious fairing would also suffice.Table3:Description of the RSDR implementation of Step4in Table1e Knapsack to bid for an optimal set of desired li-censes that are not owned by a strategic bidder.4.2.Submit bids on randomly selected licenses until nolonger an unlucky bidder.(i.e.,only steal as much asis fair)Table3shows Step4of the RSDR algorithm.In Step4.2,ownership of a license can be taken just by bidding on that license and becoming provisional winner.This process greatly smoothes out the randomness of the scheme,but is not without risks of its own.5.2Cheater DetectionThe fairing process allows agents to take licenses that other agents had considered their own.This behavior provides great temptation to cheat by deciding not to use RSDR and defecting to Knapsack instead:if the other agents are using RSDR,they will allow you to take any licenses you want,and won’t compete for them.To dissuade agents from cheating,there must be a punishment for it such that cheaters expect to make a smaller profit than when they don’t cheat.Adding such pun-ishments to RSDR makes a self-enforcing algorithm,called Punishing RSDR(PRSDR).Before cheaters can be punished,they must be detected by observing which agents take licenses from other bidders when they shouldn’t.In the FAucS domain,three ob-servations are key to our detection algorithm:1.A PRSDR agent only takes licenses owned by another agent through either fairingor by punishing a cheater.2.Fairing only occurs when an agent is unlucky(below-average satisfaction rating).3.A PRSDR agent punishes at most one of thefive strategic bidders.These points tightly circumscribe the situations in which a PRSDR agent will take licenses from another agent;it must either have low satisfaction(fairing)or only take from one agent(punishing).Accordingly,our agents identified cheaters as follows:–If an agent has a high satisfaction in a round(at least10%higher than average for that round)and yet it bids on licenses owned by two or more other agents,then it is showing evidence of cheating.–If an agent shows evidence of cheating infive or more total rounds in the auction, then it is considered a cheater for the remainder of the auction.The second requirement is a result of the agent’s uncertain knowledge about each other’s goals,and thus satisfaction levels.Since an agent that appears to have a high satisfaction may in fact not,evidence of cheating in a round is not proof that the agent is in fact a cheater.To reduce false positives,the satisfaction threshold for an agent to be considered a cheater must be greater than the average satisfaction for the round,and this evidence of cheating must be present for more than one round.In practice,using a threshold of10%over average satisfaction and requiring evi-dence of cheating in5total rounds led to good results.These settings correctly iden-tified every cheater in all of60test runs,while incorrectly identifying a complying PRSDR agent as a cheater in none.Further experimentation indicated that good cheater detection is not particularly sensitive to these two parameters:values within a modest window of those above gave perfect or near-perfect ability to identify all cheaters.Thus, there is no requirement that all agents agree upon a precise set of parameters.Due to this high accuracy and the minimal effect of the rare errors potentially caused by randomness,we assumed correct detection in our tests.While cheating was all-or-nothing in this implementation,one could envision a more careful cheater who at-tempted to stay hidden by cheating in moderation.However,any cheating that pushes the cheater’s satisfaction over the threshold–usually10%over the average–will be detected,leaving little room for hidden cheating even with this simple all-or-nothing al-gorithm.Moreover,the uncertain nature of the other agents’information about an agent means that any amount of cheating raises the risk of beingflagged as a cheater,with more cheating causing more risk.In particular,even cheating by adhering to the PRSDR algorithm but with a higher fairing constant–say,insisting on having100%of average satisfaction instead of the default90%–raises the chance of beingflagged as a cheater and severely punished.We leave the investigation of more sophisticated cheating and cheating detection strategies for future work.5.3PRSDR AlgorithmOnce the cheater(s)have been identified,many methods of punishment are possible. Our work aimed for aggressive simplicity:if a cheater takes one of your licenses,make it yourfirst priority to take it back and then keep that license away from the cheater (Table4).Cheaters are not considered to own licenses,and so any license that the other strate-gic bidders have any interest in will become owned by one of them.Thereafter,anyTable4:Description of the full PRSDR implementation of Step4in Table14.1.Bid for any licenses stolen by a cheater.(i.e.,don’t letanyone steal more than is fair)e Knapsack to bid for an optimal set of desired li-censes that are not owned by a strategic bidder.4.3.Submit bids on randomly selected licenses until nolonger an unlucky bidder.license the cheater tries to take will provoke an immediate reaction from the agent per-ceived to be the legitimate owner of that license,who will not let the cheater have the license until it becomes too expensive to take back,at which point the cheater will re-ceive only a small amount of profit from the license.This removes any advantages due to PRSDR from the cheater while still allowing other agents to profitably cooperate among themselves in other markets.5.4Algorithm DetailTable5recaps PRSDR in full algorithmic detail.The table presents only Step4of Table1;otherwise,an agent using PRSDR acts identically to a Basic Agent.The set of strategic bidders participating in this improved strategy is denoted as. Without loss of generality,we use the convention that an agent always refers to itself as agent,and all other strategic bidders are agents through,where. Following this convention,refers to the item corresponding to agent.In Table5,license selection covers thefirst half of Part1(lines1–10)and all of Part2.Part1handles internal state,while Part2computes the sets of available licenses in each market,which is simply those licenses that are not owned by a strategic bidder and whose price is less than this agent’s value for the license.Part3implements fairing, and punishment is implemented in the second half of Part1(lines11–16).6Empirical ResultsIn this section we present empirical results demonstrating the effectiveness PRSDR.Our runs included only the largest67markets from Auction35(this is the subset of the top100U.S.markets that were available in Auction35),which constitute a large majority of the value in the auction.This helped reduce run times to manageable levels. There were163licenses available in these markets.As described above,we usedfive strategic bidders andfive aggregated secondary bidders,with priorities,market values, and budgets randomly selected from a constrained distribution so as to realistically represent the Auction35scenario.The secondary bidders are used to simulate realistic auction conditions;hence only strategic bidders are included in the results.6.1Homogeneous Strategy ResultsOur initial experiment measured the potential gain when all agents use the PRSDR strategy compared to when they all use the Knapsack strategy.Aggregate results from。

(完整word版)金融术语中英文对照(word文档良心出品)

(完整word版)金融术语中英文对照(word文档良心出品)

Back-door listing 借壳上市Back-end load 撤离费;后收费用Back office 后勤办公室Back to back FX agreement 背靠背外汇协议Balance of payments 国际收支平衡;收支结余Balance of trade 贸易平衡Balance sheet 资产负债表Balance sheet date 年结日Balloon maturity 到期大额偿还Balloon payment 期末大额偿还Bank, Banker, Banking 银行;银行家;银行业国际结算银行Bank forInternational Settlements(BIS)Bankruptcy 破产Base day 基准日Base rate 基准利率Basel Capital Accord 巴塞尔资本协议Basis Point (BP) 基点;点子一个基点等如一个百分点(%)的百分之一。

举例:25个基点=0.25%Basis swap 基准掉期Basket of currencies 一揽子货币Basket warrant 一揽子备兑证Bear market 熊市;股市行情看淡Bear position 空仓;空头Bear raid 疯狂抛售Bearer 持票人Bearer stock 不记名股票Behind-the-scene 未开拓市场Below par 低于平值Benchmark 比较基准Benchmark mortgage pool 按揭贷款基准组合Beneficiary 受益人Bermudan option 百慕大期权百慕大期权介乎美式与欧式之间,持有人有权在到期日前的一个或多个日期执行期权。

Best practice 最佳做法;典范做法Beta (Market beta) 贝他(系数);市场风险指数Bid 出价;投标价;买盘指由买方报出表示愿意按此水平买入的一个价格。

疫苗药物经济学评价中有关成本和效果的测算方法探讨

疫苗药物经济学评价中有关成本和效果的测算方法探讨
Discussion the Methodology of Evaluating the cost and effectiveness in the economic evaluation of vaccines
LIU Cai-nian, YU Zheng, TANG Shou-sheng [Abstract] Because there are some specific areas for the vaccines, comparing to classical, School of International Pharmaceutical Business, China Pharmaceutical University , Nanjing , 211198, China general economic evaluation methodology does not suit to the vaccine. Reviewing the literature on the economic evaluation of vaccines in the last decades, and find some differences from cure intervention in some places. The indirect cost, marginal cost, choosing appropriate models to evaluate the effectiveness of the vaccine, estimating & valuing health outcome and discounting of the input and outcome are discussed in this paper [Key Word] vaccines; economic evaluation; cost; effectiveness

中标后修改合同价款的案例

中标后修改合同价款的案例

中标后修改合同价款的案例英文回答:In the case of modifying the contract price after winning the bid, it is not uncommon for changes to occur due to various reasons such as unforeseen circumstances, changes in project requirements, or fluctuations in market conditions. Such modifications can have significant implications for both parties involved in the contract.One example of a situation where the contract price may need to be modified is when there are changes in project requirements. For instance, let's say a construction company wins a bid to build a commercial building. However, during the construction process, the client decides to add additional floors or make changes to the design. These modifications would likely require adjustments to the contract price to account for the increased scope of work and materials.Another scenario where the contract price may be modified is when there are unforeseen circumstances that impact the project. For example, if a contractor wins a bid to construct a road, but during the construction phase, unexpected geological conditions are encountered, such as the discovery of unstable soil or the presence of underground utilities. These unforeseen circumstances may require changes to the contract price to cover the additional costs associated with addressing these issues.Market conditions can also play a role in modifying the contract price. For instance, if a company wins a bid to supply a certain quantity of goods at a fixed price, but the cost of raw materials or transportation increases significantly, it may be necessary to renegotiate the contract price to reflect these changes in market conditions.In such cases, it is important for both parties to engage in open and transparent communication to discuss the need for modifying the contract price. This can involve providing detailed justifications for the proposed changesand negotiating a fair and reasonable adjustment that takes into account the interests of both parties. It is crucialto maintain a cooperative and collaborative approach to ensure a successful outcome for all parties involved.中文回答:在中标后修改合同价款的案例中,由于各种原因,如意外情况、项目需求变更或市场条件波动等,合同价款的修改并不罕见。

公开拍卖英文短语

公开拍卖英文短语

公开拍卖英文短语The world of language is a vast and ever-evolving landscape, where words and phrases hold immense power and value. In the realm of public auctions, the exchange of these linguistic gems has become a captivating spectacle, drawing in linguists, collectors, and language enthusiasts alike. The public auction of English phrases is a testament to the intrinsic worth of our linguistic heritage, a celebration of the richness and diversity of the English language.At the heart of this phenomenon lies the recognition that language is not merely a tool for communication but a cultural treasure trove. Each phrase, idiom, and colloquialism carries with it a unique history, reflecting the experiences, emotions, and perspectives of those who have wielded them over the centuries. When these linguistic artifacts are put up for public auction, they become more than just words –they become tangible representations of human ingenuity, creativity, and the evolution of our collective expression.The allure of the public auction of English phrases lies in the thrill of the chase, the anticipation of uncovering a hidden gem, and thesatisfaction of securing a piece of linguistic history. Bidders, driven by a passion for language, compete to acquire phrases that hold personal, historical, or even commercial value. From the classic "carpe diem" to the modern-day "YOLO," each phrase carries a story that captivates the imagination of those who recognize its worth.One of the most intriguing aspects of these auctions is the sheer diversity of the offerings. Phrases from literature, film, music, and everyday speech all find their way to the auction block, each with its own unique charm and significance. A line from a Shakespearean sonnet might fetch a princely sum, while a colloquial expression from a beloved sitcom could spark a bidding war among fans and collectors.The public auction of English phrases also serves as a platform for the preservation and celebration of linguistic heritage. As the English language continues to evolve, with new words and phrases entering the lexicon, these auctions provide an opportunity to safeguard the legacy of our linguistic past. By recognizing the value of these linguistic treasures, we ensure that they are not lost to the sands of time, but rather cherished and passed down to future generations.Moreover, the public auction of English phrases has far-reaching implications beyond the realm of language enthusiasts. Businesses, marketers, and even politicians have recognized the power of theselinguistic assets, bidding on phrases that can be leveraged for branding, advertising, or even political messaging. The strategic acquisition of a well-known phrase can lend credibility, memorability, and emotional resonance to a product, campaign, or platform, making the public auction of English phrases a lucrative and sought-after arena.However, the true value of these linguistic auctions extends beyond the material or commercial realm. They serve as a testament to the human capacity for creative expression, the richness of our cultural heritage, and the enduring power of language to connect us across time and space. In a world that is increasingly dominated by digital communication and technological advancements, the public auction of English phrases stands as a reminder of the enduring beauty and significance of the written and spoken word.As bidders gather, their paddles raised in anticipation, the auctioneer's voice echoes through the hall, reciting the history and significance of each phrase. The tension builds, the competition intensifies, and in the end, the successful bidder walks away with more than just a string of words – they possess a piece of linguistic history, a tangible connection to the tapestry of human expression.In the grand scheme of things, the public auction of English phrases is not merely a commercial endeavor; it is a celebration of the humanspirit, a testament to the enduring power of language, and a reminder of the profound impact that a single phrase can have on our lives, our cultures, and our collective understanding of the world around us.。

RAND_TR804

RAND_TR804

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For information on reprint and linking permissions, please seeRAND Permissions .Limited Electronic Distribution Rights6Jump down to document Visit RAND at Explore RAND EuropeView document detailsFor More InformationTHE ARTSCHILD POLICYCIVIL JUSTICEEDUCATIONENERGY AND ENVIRONMENTHEALTH AND HEALTH CAREINTERNATIONAL AFFAIRSNATIONAL SECURITYPOPULATION AND AGINGPUBLIC SAFETYSCIENCE AND TECHNOLOGYSUBSTANCE ABUSETERRORISM AND HOMELAND SECURITYTRANSPORTATION AND INFRASTRUCTUREWORKFORCE AND WORKPLACE The RAND Corporation is a nonprofit research organization providing objective analysis and effective solutions that address the challenges facing the public and private sectors around the world.Browse Books & PublicationsMake a charitable contributionSupport RANDThis product is part of the RAND Corporation technical report series. Reports may include research findings on a specific topic that is limited in scope; present discus-sions of the methodology employed in research; provide literature reviews, survey instruments, modeling exercises, guidelines for practitioners and research profes-sionals, and supporting documentation; or deliver preliminary findings. All RAND reports undergo rigorous peer review to ensure that they meet high standards for re-search quality and objectivity.Intellectual Property andDeveloping CountriesA review of the literatureEmmanuel Hassan, Ohid Yaqub,Stephanie DiepeveenPrepared for the UK Intellectual Property Office and theUK Department for International DevelopmentEUROPEThe RAND Corporation is a nonprofit research organization providing objective analysis and effective solutions that address the challenges facing the public and private sectors around the world. RAND’s publications do not necessarily reflect the opinions of its research clients and sponsors.R ® is a registered trademark.© Copyright 2010 RAND CorporationPermission is given to duplicate this document for personal use only, as long as it is unaltered and complete. Copies may not be duplicated for commercial purposes. Unauthorized posting of R AND documents to a non-R AND Web site is prohibited. R AND documents are protected under copyright law. For information on reprint and linking permissions, please visit the RAND permissions page (/publications/ permissions.html).Published 2010 by the RAND Corporation1776 Main Street, P.O. Box 2138, Santa Monica, CA 90407-21381200 South Hayes Street, Arlington, VA 22202-50504570 Fifth Avenue, Suite 600, Pittsburgh, PA 15213-2665Westbrook Centre, Milton Road, Cambridge CB4 1YG, United KingdomRAND URL: RAND Europe URL: /randeuropeTo order RAND documents or to obtain additional information, contactDistribution Services: Telephone: (310) 451-7002; Fax: (310) 451-6915; Email: order@The research described in this report was prepared for the UK Intellectual Property Office and the UK Department for International Development.PrefaceThis report supports the UK Intellectual Property Office (IPO) and the Department for International Development (DfID) in assessing the impact of intellectual property rights (IPRs) in developing countries, in the context of the World Trade Organization’s Agreement on Trade-Related Intellectual Property Rights (TRIPS) and the development of TRIPS-plus standards.Detractors of TRIPS highlight the negative effects of strengthening intellectual property rights on economic development in developing countries, and the unfair gains for developed countries. Conversely, supporters of TRIPS stress the benefits emerging from the international harmonisation of intellectual property rights regimes for both developed and developing countries.This report assesses the effects of intellectual property rights in developing countries in five main areas proposed by the IPO: foreign direct investment, trade, innovation, public health, and genetic resources and traditional knowledge. In order to examine the effects of intellectual property rights in developing countries in these areas, available relevant evidence was collected from scholarly and grey literature.The report is divided into five chapters corresponding to the areas proposed by the IPO. Each chapter reviews the theoretical arguments and empirical evidence for and against strong intellectual property rights in developing countries from the perspective of both developed and developing countries. The report concludes with a discussion of the knowledge gaps that exist in the literature and suggests directions for future research.This report was produced with funding support from the IPO. The report will be of interest to government officials dealing with intellectual property rights and development. In particular, it will be of interest to the IPO and DfID, and will contribute to the development of the UK Government’s intellectual property policy in relation to its development objectives.RAND Europe is an independent, not-for-profit research organisation that aims to serve the public interest by improving policymaking and informing public debate. Its clients are European governments, institutions and firms with a need for rigorous, impartial, multidisciplinary analysis. This report has been peer reviewed in accordance with RAND’s quality assurance standards (see /about/standards/) and therefore may be represented as a RAND Europe product.iiiIP and Developing Countries RAND Europe F or further information on this publication, or the project from which it arose, pleasecontact:Dr Emmanuel HassanRAND EuropeWestbrook CentreMilton RoadCambridge CB4 1YGEmail: ehassan@Tel: +44 (0)1223 222714ivContentsPreface (iii)Abbreviations (viii)Acknowledgements ...................................................................................................... x i Executive summary .................................................................................................. x iii Introduction .. (xiii)Main findings from past research ............................................................................... x iv Intellectual property rights, foreign direct investment and internationaltrade .................................................................................................. x iv Intellectual property rights, international technology transfer anddomestic innovation........................................................................... x iv Intellectual property rights and public health .................................................... x vIntellectual property rights, genetic resources and traditional knowledge ......... x vi Future research directions ......................................................................................... x vii Intellectual property rights, foreign direct investment, trade and licensing ...... x viiIntellectual property rights, international technology transfer anddomestic innovation......................................................................... x viii Intellectual property rights and public health ................................................. x viiiIntellectual property rights, genetic resources and traditional knowledge ......... x ix CHAPTER 1Introducti on . (1)CHAPTER 2Intellectual property and foreign direct investment (3)2.1Introduction (3)2.2Intellectual property and foreign direct investment: the theory (4)2.2.1The case for stronger intellectual property rights (4)2.2.2The case against stronger intellectual property rights (5)2.3Intellectual property and foreign direct investment: the empiricalevidence (5)2.3.1Evidence from the perspective of developed countries (5)2.3.2Evidence from the perspective of developing countries (8)2.4Conclusions and future research directions (9)CHAPTER 3Intellectual property and trade (10)vIP and Developing Countries RAND Europevi3.1 Introduction (10)3.2 Intellectual property and trade: the theory (11)3.2.1 The case for stronger intellectual property rights (11)3.2.2 The case against stronger intellectual property rights (11)3.3 Intellectual property and trade: the empirical evidence ..................................... 12 3.3.1 Evidence from the perspective of developed countries (12)3.3.2 Evidence from the perspective of developing countries (14)3.4 Conclusions and future research directions (15)CHAPTER 4 Intellectual property and innovation (17)4.1 Introduction (17)4.2 Intellectual property rights and innovation: the theory (17)4.2.1 The case for stronger intellectual property rights (18)4.2.2 The case against stronger intellectual property rights (18)4.3 Intellectual property and innovation: the empirical evidence (20)4.3.1 Evidence on international technology transfer (20)4.3.2 Evidence on domestic innovation (21)4.4 Conclusions and future research directions (22)CHAPTER 5 Intellectual property and public health (25)5.1 Introduction (25)5.2 The importance of patents for pharmaceutical innovation (26)5.3 Intellectual property rights and access to innovations (27)5.3.1 Patents are taken out only in selected countries (27)5.3.2 Accessing healthcare innovations by lowering prices (27)5.4 Intellectual property rights and innovation for health (30)5.4.1 Limits in using intellectual property rights to address developingcountry problems (30)5.4.2 Creating conditions for more effective intellectual propertypolicy (32)5.5 Conclusions and further research directions ..................................................... 35 CHAPTER 6 Intellectual property, genet i c resources and trad i t i onalknowledge (38)6.1 Introduction (38)6.2 Intellectual property, traditional knowledge and genetic resources: thetheory (39)6.2.1 An emerging field of research (39)6.2.2 Assumptions about the nature of traditional knowledge (40)6.2.3 Human rights discourse (40)6.3 Intellectual property, genetic resources and traditional knowledge: theempirical evidence (41)6.3.1 Evidence from the perspective of developed countries (42)6.3.2 Evidence from the perspective of developing countries (43)6.4Conclusions and further research directions (47)CHAPTER 7Conclusi on (48)References.................. (49)References............... . (50)Appendix: International patent protection – 1960–2005 (65)viiAbbreviationsAIDS Acquired Immune Deficiency Syndrome DfID Department for International Development FAO United Nations Food and Agriculture OfficeFDIForeigndirectinvestmentGI GeographicalindicationHIV HumanImmunodeficiencyVirusIP IntellectualpropertyIPO Intellectual Property OfficeIPRs Intellectual property rightsPVP Plant variety protectionR&D Research and developmentTRIPS Agreement on Trade-Related Aspects of Intellectual Property Rights UPOV International Union for the Protection of New VarietiesWTO World Trade OrganizationviiiAcknowledgementsThe authors acknowledge the IPO for funding the research and giving permission for its publication. The authors also thank the quality assurance reviewers for their helpful comments.xiExecutive summaryIntroductionThe debate concerning the economic implications of intellectual property rights (IPRs) has gained considerable attention over the past two decades in the context of the World Trade Organization’s (WTO) Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and the subsequent increase of regional and bilateral free trade agreements in the TRIPS-plus era. TRIPS aims to narrow the gaps in the way that IPRs are protected around the world, and to bring them under common international rules. It establishes minimum levels of protection that each WTO Member State must provide. The following rapid proliferation of regional and bilateral free trade agreements include elements of IPRs building on and raising minimum standards defined by TRIPS. These agreements indeed integrate TRIPS-plus norms, including undertakings by developing countries not to use specific TRIPS flexibilities. Developing countries are under increasing pressure to strengthen their national intellectual property (IP) regimes, in order to harmonise them with those of developed countries.The movement towards strengthening IPRs in the laws of developing countries was initiated by developed countries under the belief that this would generate additional profits leading to more research and development (R&D), and it would be necessary to fuel economic growth in those countries. However, such belief attracted many critics, particularly researchers, who stressed that this movement was initiated against developing countries, underscoring the absence of empirical evidence to justify the socio-economic benefits for developing countries from strengthening IPRs.Encouraged by this controversy, researchers have undertaken growing work to better understand the socio-economic effects of strengthening IPRs in developing countries, both from theoretical and empirical perspectives. In particular, researchers have tried to assess the effects of stronger IPRs on various economic variables, such as foreign direct investment (F DI), trade and innovation, as well as key areas such as public health and traditional knowledge.This report presents the results of studies examining the effects of strengthening IPRs in developing countries. It reviews the results of the recent grey and scholarly literature on the positive and negative effects of stronger IPRs in developing countries, with a focus on five areas: FDI, trade, innovation, public health, genetic resources and traditional knowledge. The report also suggests future research directions.xiiiRAND Europe Executive SummaryMain findings from past researchThe main findings from the literature review are presented below. The empirical literature on the effects of strengthening IPRs in developing countries has grown substantially over the past decades. However, it remains surprisingly scarce, despite the passionate debate generated by the implementation of TRIPS and the subsequent development of bilateral and regional free agreements creating higher standards for IPRs in developing countries. Consequently, the main findings presented in this report should be interpreted with caution.Intellectual property rights, foreign direct investment and international trade Commonly, FDI and trade are seen as key determinants for economic development and poverty reduction in developing countries. Inward FDI can generate important spillovers for developing economies, resulting in the upgrading of domestic innovative capacity, increased R&D employment, better training and support to education. F or most developing countries, international trade allows them to acquire high value-added goods through importation that are necessary for economic development, but which are not produced domestically. In turn, exports allow developing countries to transform under-utilised natural resources and surplus labour into foreign exchange, in order to pay for imports to support economic growth.Consequently, a central aim of the literature has been to examine how stronger IPRs in developing countries can give incentives to firms in developed countries to undertake cross-border investment in, and to export their goods to, these countries. Recalling the ambiguous relationship between IPRs and the individual strategies of single firms from a theoretical point of view, researchers have investigated empirically the effects of stronger IPRs on inward FDI in developing countries and exports from developed to developing countries.The empirical evidence suggests that stronger IPRs may positively affect the volume of F DI and exports, particularly in countries with strong technical absorptive capabilities where the risk of imitation is high. When such risk is weak, particularly in the poorest countries, firms in developed countries do not seem to be sensitive to the level of protection in developing countries.Using disaggregated data on F DI and trade, the empirical literature also shows that stronger IPRs impact on the composition of FDI and trade. First, stronger IPRs seem to encourage FDI in production and R&D rather than in sales and distribution. Second – and more surprisingly – stronger IPRs do not have any effect on the exports of high-technology products. There are at least two explanations for this somewhat surprising result. Many high-tech products are difficult to imitate, thereby international trade for these products is less sensitive to the level of protection than for other products.F urthermore, firms in developed countries may choose to distribute their high-tech products through FDI or licensing, instead of exporting them directly.Intellectual property rights, international technology transfer and domestic innovation Increasingly, harnessing technological progress is viewed by policymakers as a key priority to boost economic growth and improve living standards. In an open economy, technological progress can be driven either by technology diffusion or technology creation.xivRAND Europe Executive Summary In less advanced economies, technology absorption can drive economic growth because countries at the forefront of technology act as a driver for growth by expanding the stock of scientific and technological knowledge, pulling other countries through a ‘catch-up’ effect. However, the strength of this ‘catch-up’ effect at the technology frontier decreases with the level of technological development, to the benefit of technology creation. Indeed, technology creation by domestic firms becomes progressively more important as a country moves closer to the technology frontier, because catching up with the frontier translates into increasingly smaller technological improvement.The empirical literature has examined the effects of IPRs on technological progress through these two main channels: technology absorption (i.e. international technology transfer) and technology creation (i.e. domestic innovation).The empirical evidence suggests that stronger IPRs in developing countries may encourage international technology transfer through market-based channels,1 particularly licensing, at least in countries with strong technical absorptive capacities. In the context of strong IPRs, firms in developed countries are more inclined to transfer their technologies to developing countries through licensing rather than through exports and FDI, since such rights allow them to retain control over their technologies. In the presence of weak IPRs, multinationals in developed countries seem to prefer to retain control over their technologies through intra-firm trade with their foreign affiliates in developing countries or FDI. Nevertheless, the historical evidence shows that many developing countries have benefited from international technology transfer through non-market-based channels, especially reverse engineering and imitation, thanks to weak IPR regimes.The empirical literature also shows that stronger IPRs can encourage domestic innovation, at least in emerging industrialised economies. Nevertheless, the empirical literature suggests the existence of a non-linear function (i.e. a U-shaped curve) between IPRs and economic development, which initially falls as income rises, then increases after that.Intellectual property rights and public healthOne-third of the world’s population does not have access to essential medicines. The proportion reaches 50 per cent in the poorest parts of Africa and Asia. In addition, pharmaceutical R&D on health problems specific to poor countries is often perceived as inadequate. Moreover, fewer than 10 per cent of global health research is directed towards diseases that afflict 90 per cent of the world’s population.IPRs in pharmaceuticals have two principal areas of impact which affect public health. First, there is the issue of access, where discussion focuses on the links between IPRs, the exclusion of competitors, and the availability and pricing of new medicines. Second, there is the issue of incentivising innovation, where discussion focuses on the role of IPRs in motivating the discovery and development of new drugs, and the effect of these rights on R&D expenditure and its allocation across diseases, countries and organisations.These two areas are at the heart of the empirical literature on the effects of IPRs on public health in developing countries. Overall, the literature suggests that strong IPRs can hamper 1 Other market channels include trade and FDI.xvRAND Europe Executive Summary access to medicines in developing countries and does not necessarily encouragepharmaceutical innovation that responds to developing country needs.Generic medicines are central to providing healthcare at prices affordable to developing countries. However, strong IPRs in only a select few countries that export generic medicines have far-reaching consequences for the developing world. This is because countries that rely heavily on imports of generic medicines may find themselves with a sudden shortage of suppliers.Some have suggested that developing countries may benefit from differentiated prices, provided that strong IPRs are allowed to set high prices in the developed world and measures are taken to minimise parallel importing from developing countries where prices will be lower. However, the evidence suggests that even under such favourable IP and importing conditions, price differentiation is unlikely to be large – certainly not large enough to be of benefit to the very poor.The argument that strong IPRs will benefit developing countries through future innovation is not borne out by the evidence. Strong IPRs are important for pharmaceutical innovation, but only where there is a strong market, as is often the case for health problems prevalent in the developed world. However, pharmaceutical industries in countries such as India, which have seen their IPR regimes strengthened, are not responding to developing country needs. Instead they too are focusing on developed country markets.So, for health issues of particular relevance to developing countries, IPRs are of value to commercial product and technology developers only if a viable market can be created (for example, through an advanced market commitment).Intellectual property rights, genetic resources and traditional knowledgeGenetic resources from plants, animals and micro-organisms are widespread in developing countries, amounting to 90 per cent of the world’s genetic resources. Communities and individuals in developing countries have exploited these genetic resources through the generations. Their use is embodied in what often is referred to as traditional knowledge. However, the use of such knowledge and resources is not limited to local contexts, and many innovations relate to and draw on them. The broader use of traditional knowledge and genetic resources raises the prospect that they may play an important role in driving growth in developing countries. Therefore, the main issue is how this prospect might be best realised, particularly when the exploitation of traditional knowledge and genetic resources is coming increasingly under the governance of various, and sometimes conflicting, IPR frameworks.The empirical evidence shows that IPRs can facilitate diversity in access to knowledge and benefit-sharing from innovation in developed countries. However, the effectiveness of IPRs in this regard depends on local capabilities in developing countries, in particular capabilities to engage in market production and exchange, and negotiate and establish the right legal infrastructure and enforcement.xviRAND Europe Executive Summary Tailored IP laws are a necessary condition for knowledge protection systems to engage awider range of people in accessing and sharing the benefits of knowledge in developingcountries.Although evidence about implementation is scarce, this could be facilitated by using the provisions in TRIPS for sui generis protection and geographical indications. Empirical studies have found that sui generis IP systems can facilitate increased influence in innovation on the part of local communities in developing countries. Geographical indications can be used to protect diversity in access and benefit-sharing in developing countries by making provisions for a price premium for goods produced in a specific locality.Finally, in isolation, plant variety protection might impede diversity in access and benefit-sharing; however, these measures could be combined with provisions for farmers’ rights, so as to promote diversity in knowledge systems in agriculture. However, at present, the empirical evidence about the impact of plant variety protection and farmers’ rights in developing countries is thin.Future research directionsThroughout the literature review, the report identifies several knowledge gaps that deserve attention for future research.Intellectual property rights, foreign direct investment, trade and licensingThe bulk of the empirical literature on the effects of IPRs on FDI, trade and licensing has relied on data covering the period preceding the establishment of TRIPS and subsequent development of increases in the strength of IPRs through regional and bilateral free trade agreements in the TRIPS-plus era. Research is needed to assess the effects of these agreements on economic development in developing countries.The majority of empirical studies have used indicators of IP protection constructed by researchers to proxy the level of protection in both developed and developing countries. However, many studies do not consider explicitly the effects of stronger IPRs in developing countries. Instead, they focus on examination of the differentials of protection across countries, whether developed or developing countries. F uture research should concentrate explicitly on the effects of stronger IPRs in developing countries, and even distinguish between different groups of developing countries (e.g. fast-growing countries, least-developed countries).Most of the empirical evidence of the effects of stronger IPRs on FDI, trade and licensing has been based on econometric methods. Although these methods are useful to examine whether there is a statistically significant relationship between IPRs and development, they are not able to explain fully the fundamental reasons behind the statistical results. F or example, the limits of these methods are striking when the focus of the analysis is at industry level. Case study methods can provide useful insights in order to explain the different impacts of IPRs on economic variables such as FDI and trade at industry level.xviiRAND Europe Executive Summary Many studies using firm-level data to assess the effects of stronger IPRs on FDI, trade andlicensing have used data on American (US) multinationals. More research is needed onEuropean and Asian multinationals.The empirical literature on the impact of stronger IPRs has considered the strategies of single firms in a partial-equilibrium framework without considering the impact on the whole economy. It is important to consider broader efficiency aspects in a general-equilibrium setting, particularly from a North–South perspective. Future research should investigate how IPRs impact on the dynamic allocation of resources devoted to the generation of knowledge and how the former influences the international division of labour devoted to the manufacture of protected goods. Furthermore, it is not clear from a dynamic perspective whether strong IPRs in developing countries encourage innovation in developed countries or whether some benefits from innovation in developed countries accrue to developing countries. These issues are of considerable importance and deserve further empirical research.Intellectual property rights, international technology transfer and domestic innovation The empirical literature on IPRs and international technology transfer has concentrated mainly on market-based channels of technology transfer, i.e. licensing. However, little is known on the effects of stronger IPRs on non-market channels of international technology transfer, i.e. reverse engineering and imitation. F uture research should examine in particular how stronger and well-structured property rights regimes can foster the diffusion of free technical information, and thereby innovation.The empirical literature on IPRs and domestic innovation has established the existence of a U-shaped relationship between IPRs and economic development at the country level, suggesting that weak protection may ease economic development. Further research should seek to better explain the reasons behind this U-shaped relationship.Intellectual property rights and public healthDue to the convergence of economies, it is possible that IPRs may have a more important role to play in the future in dealing with the health problems common to both developed and developing countries. There is evidence that many problems are converging. Future research should investigate how the convergence of economies – and thereby the growing similitude of health problems between northern and some southern countries – are likely to impact on IPR regimes.The review of the literature also reveals a knowledge gap in understanding the role of IPRs in public–private partnerships. Since these types of arrangements have emerged as the dominant paradigm for addressing neglected diseases, further research on this issue is needed urgently.Several IP-related policy measures (such as government patent buy-outs, bifurcated patent systems, orphan drug legislature that extends patents, and transferable IPRs) have been put forward, based on theoretical grounds or indirect empirical evidence. These require careful policy analysis in order to determine their feasibility and implications with more confidence.xviii。

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Bidding for Firms: An Asymmetric Auction Modelof Interjurisdictional CompetitionLaurent Martin*Department of EconomicsUniversity of WashingtonSeattle, WA 98195martinl@This version: September 8, 2000AbstractThis paper analyzes firm-specific interjurisdictional competition as an auction. Beforechoosing a site, a firm solicits bids (i.e., subsidies, tax breaks) from several jurisdictions.Its costs differ across locations so, unlike in standard high-bid auction models, the seller(i.e., the firm) has preferences over who among the bidders (i.e., the regions) wins. Usingmechanism design, it is shown that the firm’s optimal location decision rule solves atrade-off between subsidy extraction and cost minimization in a way that is inconsistentwith total surplus maximization, so the firm’s location can be inefficient. Positiveimplications of the model are shown to be consistent with some recent stylized facts.Extensions of the basic model discuss the political economy of bidding and the impactof negative interjurisdictional spillovers from location decisions. Should bidding wars bebanned? The model frames the current policy debate by suggesting that the policymakertypically faces an efficiency/equity trade-off. Whether or not location contests arepositive-sum games from society’s standpoint hinges primarily on whether the localbenefits from business locations vary sufficiently across locations to outweigh the welfarecosts of interjurisdictional bidding.Keywords: Interjurisdictional competition, auctions, asymmetric auctions, auctions with seller preferences.JEL classification: H73 (Interjurisdictional Differentials and Their Effects), D44 (Auctions)* I am most grateful to Peter Cramton, Robert Schwab, Lawrence Ausubel, and Wallace Oates for their advice and comments. I thank participants at the Stanford Institute for Theoretical Economics (SITE) Workshop on Interregional Competition in Public Economics where this paper was first presented, especially Gregory Besharov, John Conley, William Hoyt, Scott Page, and David Wildasin. The paper also benefitted from remarks and suggestions made by Gary Biglaiser, Philippe Jéhiel, Benny Moldovanu, Tomas Philipson, Jacques Robert, Jesse Schwartz, by an anonymous referee, and from discussions during seminars at University of Maryland, Concordia University, Université de Montréal, Dalhousie University, Simon Fraser University, University of Washington, and Université du Québec àMontréal. I thank the Social Sciences and Humanities Research Council (SSHRC) of Canada for its financial support.1. IntroductionBefore choosing a site, firms often initiate bidding wars in which competing communities offer escalating recruitment incentives. Location contests resemble auctions yet most models of interjurisdictional competition for business are analogous to the competitive market model.1 In contrast, this paper models firm-specific interjurisdictional competition as an auction designed and conducted by a firm with all the bargaining power. Operating costs typically differ across potential sites so, unlike in a standard high-bid auction, the firm (the “seller”) has preferences over who among the jurisdictions (the “buyers”) wins. The optimal location decision rules in this asymmetric auction are derived and compared to auction rules yielding efficient locations2In the United States, competition for business has been compared to an “economic war among the states.” Is it a zero-sum or a negative-sum game that should be banned, as some suggest?3 The model distinguishes circumstances in which firm-specific interjurisdictional competition is efficiency enhancing from those making it more likely to be harmful.Incentives-based competition for investments is a global phenomenon (Oman 2000). In recent decades, bidding wars for firms intensified in the number of participants, in the frequency of occurrence, and in the size of the amounts involved (Donahue 1997a,b, UNCTAD 1996, Hanson 1993). Mazda built a large plant in Flat Rock, Michigan – where the city and the state offered a $120 million package – after it had actively solicited bids from several jurisdictions (Milner and Moore 1989). The location decision for the Saturn plant, in Spring Hill, Tennessee, with financial incentives worth $70 million, followed a contest involving 38 states. Micron1 In Oates and Schwab (1988, 1991) and Wildasin (1988), for example, many small communities compete for small shares of a homogeneous stock of capital owned by a large number of individuals. For recent surveys of the literature on interjurisdictional competition in public economics, see Wilson (1999) and Oates (1996).2 In the literature, auctions are asymmetric when bidders’ valuations differ in ways that are commonly known(e.g., Maskin and Riley 1998). In an asymmetric auction, a revenue-maximizing seller should give preferential treatment to some bidders (Myerson 1981, McAfee and McMillan 1987, 1989, Ayres and Cramton 1996, Corns and Schotter 1999), even though she has no preferences per se. This paper extends these studies by introducing seller preferences as a source of asymmetry. Among the few authors who have, explicitly or not, analyzed the role of seller preferences in auction design are Branco (1994) and Naegelen and Mougeot (1998) who analyze procurement auctions when a government has preferences for domestic firms, Cornelli and Li (1997) who study privatization auctions of state enterprises with foreign bidders, and Laffont and Tirole (1991) who consider potential collusion between the seller and a buyer arising from favoritism. The model also complements the work of Jéhiel, Moldovanu, and Stacchetti (1996, 1999) who analyze auctions with externalities in which the bidders have preferences over the identity of the winner. See Klemperer (1999) for a recent survey of auction theory.3 For a broad presentation of this debate, see “The Economic War Among the States,” The Region 10, June 1996, and consult /sylloge/econwar, respectively published and maintained by the Federal Reserve Bank of Minneapolis. See also the series on “Corporate Welfare” in Time Magazine, November 1998, a OECD study (Oman 2000), and the UNCTAD (1996) report on Incentives for foreign direct investment.Technologies received over 300 offers from most states and from more than 70 countries in 1994 when it announced a plan to build a microchips plant – it accepted a $200 million deal and moved to Lehi, Utah. Before it built a new plant in Rio Rancho, New Mexico, where it received a $114 million incentive package, Intel had circulated an “ideal incentive matrix” to a number of states. Alabama gave $250 million to Mercedes in 1993. BMW received a package of incentives worth about $150 million to build a plant in South Carolina in 1992. Indiana signed a $290 million deal with United Airlines in 1991 after a 22 month bidding war (Breagy 1996). Many American cities spend large amounts of public funds to attract or retain sports teams (Noll and Zimbalist 1997). Outside the U.S., LG Group from Korea chose Wales instead of Scotland to build a $2.6 billion plant after Wales offered a subsidy worth about $46,000 per job (The Times, London, July 11, 1996), and Brazil states compete to attract foreign car makers (Oman 2000).Recruitment subsidies are often huge, but losing bids are sometimes even higher. Saturn chose Tennessee, but had received larger offers from New York ($1.5 billion over 30 years), Michigan ($660 million) and Illinois (at least $170 million). Local advantages, such as access to market, transportation, quality of life, cost of electricity, training and infrastructure assistance, were important in the firm’s decision. BMW rejected a $330 million package from North Carolina, and accepted a lower offer from South Carolina. The location chosen facilitated distribution to its potential major markets and provided lower long-term operating costs.4 These examples are analogous to auctions: some communities bid to attract a firm with characteristics, differentiated from the characteristics of other potential projects, that they value. These are auctions with seller preferences since, as in the last two cases, location-specific costs and recruitment subsidies both matter to the firm. If revenues do not depend on plant location, relative cost advantages measure the intensity of the firm’s preferences over the jurisdictions.Case studies (e.g., Buchholz 1998) confirm that an ascending auction setting provides the best analytical framework for interjurisdictional location contests, as opposed to a sealed-bid auction setting. Firms, who often hire site selection consultants, typically solicit fiscal incentives from many jurisdictions and use the offers received to negotiate counteroffers.5 Nunn, Klacik, and Schoedel (1996) study the location of new maintenance operating centers (MOC) for two airline4 For more details about these examples, see Breagy (1996). For a case study of the Saturn location decision, including a comparison of potential operating costs in several areas, see Bartik et al. (1987).5 Indeed, Anderson and Wassmer (1995) find “evidence of the validity of the oft-told anecdotal story that a firm solicits an incentive offer from one community with negative location characteristics, and then uses this incentive offer to get a similar incentive from the community where it would have located without any incentive at all.”companies, United (UAL) and American, and summarize the bidding process as follows: “(1) Airline companies framed the competition by releasing information about the MOC and its location criteria; (2) cities ... made increasingly higher bids; and (3) airline companies used the bidding tactically to land a MOC site.”The UAL case is instructive. In December 1989, the company asked 20 cities to submit proposals by April 1990. After reviewing the initial offers, with values up to $100 million, UAL shortened the list to 9 cities in December. The bidding activity continued until October 17, 1991, when UAL and representatives of the four remaining cities met in Chicago for final negotiations. The standing offers were approximately $340 million (Louisville), $300 million (Denver), $200 million (Oklahoma City), and $155 million (Indianapolis). The talks went on for a few days, during which Louisville dropped out. UAL put a final pressure on Indianapolis to come up, in 24 hours, with an extra $85 million to close a gap with a competitor’s bid. Even though its site had the best location characteristics for UAL, Indianapolis acquiesced, raising its winning offer to an estimated $290 million (Nunn, Klacik, and Schoedel 1996, Hudnut 1995).How would the firm want to conduct such an ascending auction? Following the modeling strategy adopted in the main body of work on mechanism design, the firm is assumed to have commitment power, allowing it to choose, and credibly commit to, its preferred (optimal) auction format among all possible ones, enabling the bidders to choose their strategies in the absence of uncertainty about the firm’s ex post behavior.6 If the firm handicaps the bid of a high cost region, relative to the bid of a low cost region, by the size of the cost differential between them, the auction yields efficient location outcomes. In contrast, the firm’s optimal auction is biased. As in the UAL example, the firm optimally handicaps a high cost region’s bid by less than its cost disadvantage to encourage ex ante preferred regions to bid more aggressively. This underhandicapping rule makes the auction more competitive, raising the expected recruitment subsidy, but it may produce a locational inefficiency.7 A central government can correct this distortion by taxing the recruitment subsidies of lower-level governments.86 Perhaps the firm’s horizon is infinite and it initiates a location contest every time it builds a new plant. As a result, it has an incentive to build a reputation for “sticking to its announced auction rules.” For a discussion of the commitment issue in the context of auction theory, see McAfee and McMillan (1987).7 For similar reasons, but with a different interpretation, the optimal mechanism is also biased in a standard asymmetric auction (McAfee and McMillan 1987, 1989). For related results in procurement auctions, when the government has preferences for domestic firms, see Branco (1994) and Naegelen and Mougeot (1998).8 U.S. Representative David Minge (Minnesota) introduced a resolution in Congress, in 1999, that contained such a provision. See section 6.3.The model predicts that a location contest is more profitable when a firm’s operating costs differ less across jurisdictions. Indeed, significant reductions in transportation and communication costs in recent decades, making jurisdictions closer substitutes to one another from the point of view of mobile firms, have coincided with an intensification of interregional competition for firms and with an upward trend in the amounts involved (Donahue 1997a,b). There is evidence that some jurisdictions “overbid” for new firms. Winning bids sometimes exceed the actual value of the investment to the community. The paper offers two possible explanations. First, in a median voter model of bid-making, when the benefits from the firm’s location are not uniformly distributed geographically or across residents, the local official is willing to overbid when the decisive voter can shift part of the fiscal cost to others who would benefit less.9 Second, when losing the location contest is costly (relocation of economic activity or political cost), the regions’industrial recruitment efforts can be too aggressive.What are the social benefits and costs of firm-specific interjurisdictional competition? What would be the welfare impact of banning it? Consider two regions eager to attract a firm. If the high cost region would greatly benefit from the firm’s arrival, it could overcome its cost disadvantage by submitting a sufficiently high bid. With a ban, the low cost location is chosen, preventing the realization of potential efficiency gains. The firm may also receive a transfer from the low cost jurisdiction, where it would have located anyway in the absence of incentives. Such public funds paid to firm owners, with no effect on location outcomes, shift distortionary taxes to local taxpayers and raise equity concerns. Location contests can thus be negative-sum games, as most participants to the public debate argue (e.g., Burstein and Rolnick 1995).This suggests an efficiency/equity trade-off in the design of restrictive policies. Whether or not location contests are positive-sum games from society’s standpoint hinges primarily on whether the local benefits from business locations vary sufficiently across locations to outweigh the welfare costs of interjurisdictional bidding.10 It also depends on the extent to which regions do, in fact, “overbid” for new firms, which might occur when the local bid-making process is politically distorted and when firm locations generate negative interjurisdictional spillovers.The paper suggests a way to frame the controversy over bidding wars and contributes to a long-standing debate in public economics about the normative implications of interjurisdictional9 Underbidding may also arise in the median voter model. As a matter of fact, the evidence on whether communities underbid or overbid for business is mixed. See section 8 for results and references.10 Bartik (1991) provides empirical evidence suggesting that the benefits from economic development vary sufficiently across regions to make state and local development policies beneficial for the nation.competition. A first tradition, going back to Tiebout (1956), views competition in the public sector as a force encouraging efficient government performance. Another tradition (e.g., Break 1967, Zodrow and Mieszkowski 1986) emphasizes the detrimental effects of a competition viewed as a “race to the bottom” yielding suboptimal public good levels and more regressive tax structures. Both views are relevant in assessing firm-specific interregional competition. It is sometimes the “(not-so) invisible” hand that channels society’s resources where they are valued the most, and sometimes an instrument of “industrial blackmail.”11Few studies use an auction framework to analyze interjurisdictional competition. Black and Hoyt (1989) suggest that, if new residents reduce the per capita cost of providing public goods and services, jurisdictions will be willing to bid to attract a large firm. Interjurisdictional bidding is efficiency enhancing when information is perfect, but location outcomes can be inefficient when the firm knows privately its location-specific costs. In King, McAfee, and Welling (1993), two regions bid to attract a firm, that can potentially relocate in a second period. The firm’s arrival creates a surplus, unknown ex ante, and the firm uses a sequential auction to maximize its share of the surplus. As in King, McAfee and Welling (1992), they also consider an extension where the regions can, before bidding, invest to enlarge the expected surplus. This paper is more specific about the nature of the surplus, and complements these earlier studies by analyzing the case where the jurisdictions have private information about their willingness to bid. In two models applied to interstate bidding wars, Biglaiser and Mezzetti first analyze an elected official’s willingness to pay for a new project when she has reelection concerns (Biglaiser and Mezzetti 1997) and then study an incentive auction in which multiple principals bid for the exclusive services of an agent (Biglaiser and Mezzetti 2000). In the previous papers, the bidding process is modeled ad hoc as either an English, a second-price, or a first-price auction, whereas this paper formally studies how a firm with commitment power would design it.There are also a few papers in the international economics literature that examine the competition for specific investments12 Haaparanta (1996) suggests a model of menu auctions to study the competition for foreign direct investments by multinational corporations. Doyle and Wijnbergen (1994) provide a model in which a firm obtains an early tax holiday from a host government that fades over time once the sunk cost of moving in the country has been incurred.11 This expression was used by the mayor of Flat Rock, Michigan, where Mazda installed a plant after a bidding war involving several cities and states (Milner and Moore 1989).12 For cases of international contests, see Haaparanta (1996), The Economist (02/01/1997), and Oman (2000).13 Throughout the paper, the terms “jurisdiction,” “region,” and “community” are used interchangeably. 14 There are various possible explanations for these benefits. The firm’s arrival generates positive spillovers,like agglomeration economies (Taylor 1992, Head, Ries and Swenson 1995, 1999), it has a long-lasting impact on local real wages (Bartik 1991, De Bartolome and Spiegel 1995) or property values (Bartik 1991), it creates new jobs for residents of an area with high unemployment (Bartik 1991, Courant 1994), or it creates a local consumer surplus if the firm supplies a good or service consumed locally as in the case of sports teams (Noll and Zimbalist 1997). Jurisdictions will also be willing and able to bid for business if there is an excess capacity of public infrastructure (Oates 1996), if the preexisting taxes exceed benefit taxes (Courant 1994), or if the local public goods are provided with a technology that exhibits increasing returns to population scale (Black and Hoyt 1989). 15 The case of heterogeneous communities is treated in section 8.Bond and Samuelson (1986) suggest a signaling motive. When its productivity level is private information, a country can use tax holidays to signal the high quality of its business climate.The rest of the paper is as follows. The model is presented in section 2. Definitions ofsocial welfare and locational efficiency are provided in section 3. The firm’s optimal auction is derived in section 4, it is implemented with an ascending auction in section 5, and its rules are interpreted in section 6. Positive implications of the model are derived in section 7. The political economy of bidding and the impact of negative spillovers are studied in section 8, and a welfare analysis of a ban on targeted incentives is performed in section 9. The conclusion is in section 10.2. ModelBefore choosing a site for a new indivisible investment, a firm conducts an auctionmechanism in which n jurisdictions participate.13 The auction rules specify the location decision and the monetary transfers to the firm given the jurisdictions’ strategies. These transfers represent the monetary equivalent of the incentive packages offered by the regions. Such packages typically include a mix of recruitment subsidies, public infrastructure investments, tax breaks, loanguarantees, land preparation fees, and worker training programs. The firm’s arrival generates net benefits worth v i to jurisdiction i N = {1,...,n} if it is chosen.14 Local officials, who havereelection concerns, choose bidding strategies consistent with the median voter preferences. With homogeneous communities,15 in which the residents’ benefits from the firm location and the tax prices associated with the incentive package are identical, v i measures the jurisdiction’swillingness to pay to attract the project. Valuations are private information to the regions. From the firm’s and the other jurisdictions’ perspective, they are the realization of independent randomvariables with distributions F i (·), continuous positive densities f i (·), and supports I i = [v i ,v*i ], where 0 v i < v *i < for all i N. Jurisdictions are in general asymmetric , unless F i (·) = F j (·), for all i,j N, in which case they are symmetric . Uncertainty about the valuations captures the firm’s16 Many distributions are regular, e.g., the uniform, the exponential, and the gamma. In the context of auctions,regularity implies that the winner’s expected payment is increasing in his valuation (McAfee and McMillan 1987). 17 One could assume non-zero payoffs if there are interjurisdictional spillovers. When Virginia bids successfully to attract a Motorola plant in Northern Virginia, Maryland can get a negative payoff (e.g, migration of workers) or a benefit (e.g., new contracts for suppliers located in Maryland). The search for the optimal auction becomes a multidimensional mechanism design problem in the context of an auction with externalities (Jéhiel, Moldovanu and Stacchetti 1999). Interjurisdictional spillovers are introduced in section 8, where a simpler approach is taken. 18 Thus, the firm’s tax liabilities under the jurisdiction’s tax code are computed as a cost and the firm-specific tax break is part of the transfer.19 Relaxing this assumption raises a technical issue: When the firm preferences are private information, would it be in its interest to announce an auction mechanism that differs from its preferred auction format in the case where these preferences are common knowledge? Perhaps would it want to announce a mechanism that would not convey any information about its preferences over the regions? This issue is discussed briefly in the conclusion.%i % x i c i .(1)motivation to conduct an auction in the first place. It also captures, among other things, the fact that key elements of a jurisdiction’s economic development plan are not common knowledge. The distributions are assumed to be regular, that is J i (v i ) = v i [1 F i (v i )]/f i (v i ) is increasing in v i .16Finally, the jurisdictions are risk neutral, so region i’s surplus is either v i x i , if it wins and pays x i ,or zero 17 if it loses and pays nothing.The firm is risk neutral and has preferences over the various jurisdictions. If jurisdiction i wins and pays x i , the firm gets a location-specific profit, when only the winner pays, ofThe constant % is a component of the profits that does not depend on location, perhaps because the firm sells its output nationwide. Each c i 0 is a location-specific component of the costs incurred by the firm when operating in region i. Cost differentials are defined as ij = c j c i , for all i,j N, so ij is interpreted as “jurisdiction i’s advantage over jurisdiction j.” They measure the intensity of the ex ante preference ranking of the firm over jurisdictions i and j. Firm costs differ across locations due to differences in regulation, wages, transportation costs, quality and quantity of public infrastructure, access to airports and interstate highways, proximity to research centers and universities, amenities valued by the employees, and differences in tax structures.18 The c i ’s are common knowledge, capturing the fact that the regions are fully aware of the relative quality of the local business climate they offer.19 The following assumptions are made:(A1): 0 = c 1 < c 2 < ··· < c n < ; then ij = c j c i > 0 when i < j, ~ i,j N.(A2): % 0.(A3): Max i N {J i (v i )+% c i } 0.20 Varying weights could also reflect a central government’s regional development objectives. The European Union (EU), for instance, has powers to control aid to industry. “A major objective of the EU in regulatingincentives is to ensure that the member countries have enough resources to devote to education, infrastructure and the needs of potential businesses, communities and regions. The EU’s incentive policy is also used to pursue its overall policy of closing the gap that exists between more prosperous nations and regions and poorer, undeveloped or underdeveloped nations and regions” (Breagy 1996). The EU blocks aid from developed nations, like Germany’s $12.5 million offer to a steel maker in 1995, but contributes funds to supplement offers from poorer regions, like in the case of the joint $510 million package offered in 1995 for AutoEuropa’s plant in Septubal, Portugal.SW i ( ) [v i x i ] #[% x i c i ](2)The first one is made for convenience. The second assumption stipulates that the firm’s project is profitable whether or not it receives fiscal incentives. The last assumption ensures, in proposition 1, that the firm never finds it optimal to choose no location and to dismantle the project.3. Social Welfare and Locational Efficiency3.1. Allocative and Distributive Implications of Location ContestsThe firm location generates a surplus, the sum of the local benefits and the firm’s profits,and location is efficient when this surplus is the largest. The social welfare created is a weighted sum of the payoffs. The weight on the regions’ benefits is normalized to one, and the weight on the firm’s profits is 0 < . If the firm locates in jurisdiction i, the social welfare created isThe social planner (say, the central government) could weigh differently the benefits of different jurisdictions. Attracting the firm in a low income, high unemployment area might be more desirable than a location in a wealthier area. Varying weights would reflect diminishing social marginal utility of income.20 One could also include a parameter representing the welfare cost of public funds, since the transfer to the firm either increases public expenditures (subsidy) or reduces revenues (tax break). This parameter would play a role opposite to the one played by .A value of less than 1 thus reflects a society’s concerns about the distributive impacts of location contests as well as the allocative distortions created by the use of public funds.3.2. Locational EfficiencyA special form of the social welfare function is worth mentioning. When = 1, socialwelfare maximization is synonym with total surplus maximization. This objective is achieved when the location decision of the firm, after a location contest, satisfies the following definition:。

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