股票期权奖励与盈余管理动机外文翻译
股票期权激励外文翻译文献
股票期权激励外文翻译文献(文档含中英文对照即英文原文和中文翻译)原文：SOE Execs: Get Ready For Stock IncentivesTAN WEIStock option incentive plan will soon be available to state-owned enterprise executives, but will it lead to greater prosperity or new problems?A trailblazing new scheme to infuse state-owned enterprises (SOEs) with incentive stock options is under way. It’s a plan that may bolster company performance, but it’s not without risks.On August 15, Li Rongrong, Minister of the State-owned Assets Supervision and Administration Commission (SASAC), disclosed that after careful study, a stock option incentive trial plan will be carried out in the listed SOEs.According to the trial plan, about 102 A-share listed SOEs are expected to be the trial companies. The short list of some of those expecting to participate includes: China Unicom, Citic Group, Kweichow Moutai, China Merchants Bank and Beijing Financial Street Holding Co.Stock option incentive plan is designed to entice executives to work hard for the long - term development of their companies. As stocks rise based on company performance, they too gain through this profits haring arrangement. This kind of incentive plan is popular in foreign countries, especially in the United States, where stock options can account for as high as 70 percent of a CEO’s income. Further, many economists believe the stock option incentive plan optimizes corporate governance structure, improve management efficiency and enhance corporate competitiveness. On the other hand, after the Measure s on the Administration of Stock Incentive Plans of Listed Companies was issued early this ye a r, some ofthe companies turned out to have misused the incentive stock options. The result was insider dealings, performance manipulation as well as a manipulation of the company stock price.“Although the stock option incentive scheme is a frequently used tool to encourage top management, it could also be a double - edged sword especially in an immature market economy,” Li said. The SASAC is therefore taking a cautious approach, placing explicit requirements on corporate governance, the target and extent of the incentive measures, Li added.Li stated that the overseas-listed SOEs would be the first few companies that will implement the mechanism because of their sound management structure and law-abiding nature. Then the domestic listed SOEs will have the chance to embrace incentive stock options, which would be promoted if the trial results were good.Executive face-liftAs for more than 900 listed SOEs, the personnel structure of the boards of directors will pro b ably face substantial change. That’s because the plan states that if the s t o ck option incentive mechanism is going to be implemented in listed SOEs, external directors should account for half of the board of directors.The trial plan introduced the concept of external directors for the firsttime. The external director should be legally recommended by directors of listed SOEs, and should not be working in the listed SOEs or in a holding company, said the plan. However, currently, most of boards of directors of listed SOEs are not in compliance with the requirement. They have to readjust the structure of board of directors to fit in with the new mechanism.“For most of the SOEs which are liste d in the A-share market, their boards of directors are made up of non-external directors and independent directors, which means that apart from independent directors, members of board of directors are all working for the listed company or for the large sha reholder,” said Zhu Yongmin, an economist with the Central University of Finance and Economics. “If the stock option incentive mechanism is to be carried out in those companies, a large-scale restructuring of board of directors is unavoidable and external directors must be introduced into the board.”China Securities Regulatory Commission (CSRC) stipulates that an independent director is one who doesn’t hold another office beyond his job as a director, and has no such relations with major share holder that would interfere with the exercise of independent and objective judgment. “Currently, the independent directors of listed companies can be categorized as external directors,” Zhu said. “However, the definition ofexternal director is much broader than independent director. Those who work for a company which has business ties with a listed company, though they do not meet the requirements of being an independent director, but can be considered an external director.”Additionally, the trial plan also stipulates that the salary committee of listed SOEs that exercise the stock option incentive mechanism should be composed of external directors. However, for most of the listed companies, there are still non - external directors. As a result, a considerable number of listed SOEs need to transform their salary committee to fulfill the prerequisites of the stock option incentive mechanism.Avoiding over-compensationOver- compensation is something that the trial stock plan is trying to avoid as well.Therefore, th e trial plan states that domestic listed SOEs’ executives should receive no more than 30 percent of their total salary (including options and dividends). But as for the overseas-listed SOEs, the maximum incentive is 40 percent of the target salary.The trial plan also fixes the volume of incentive stock options.The trial plan states that the volume of incentive stock options should be fixed in accordance with the scale of the listed company and the number of incentive objectives. The number of share allocated may not exceed 10percent of the company’s total share capital and no less than 0.1 percent. In fact, Beijing Review was informed by the CSRC that some 20 listed SOEs also began exploring stock option incentive schemes in the first half of this year. But none of them received approval from the CSRC because their schemes revealed sharp contrast with the trial plan in terms of the scale of incentive stock options offered.Results-orientedUnder the trial plan, better performance is a must to obtain stock privileges.The number of incentive stock options that senior executives in listed SOEs can get depends on their annual performance. If they cannot fulfill the targeted objective s , the listed company may have the right to take back the incentive the stock options or purchase them back at the price at which they we re sold to the executives .Zhu Yongmin noted that the stock option incentive plan is not invariable. The directors of listed companies, senior executives, and core technological and management personnel may not get the target stock options if they fail to achieve a satisfactory performance.No freebiesFor sure, state stocks won’t be given to executives for free, under the trial plan.“The state stocks have prices,” Zheng said. “If they we re paid to senior executives for free in the name of incentive stocks, it is equal to a loss of state assets. To elaborate, the incentive stocks should be the increment of stocks that are earned by the executives for listed SOEs after the implementation of the trial plan, and should not be previous stock inventory. In short, the past is past. Only future stock increases can be used as incentive stocks.”Further, “The incentive stocks should not be paid only by the SASAC, which is the largest shareholder of all the central SOEs,” said Zheng Peimin, Chairman of Shanghai Realize Investment Consulting Co., who took part in drafting the trial plan,. “ The incentive plan should be a joint action of all share holders of a company and they should shoulder the same responsibility and enjoy equal benefit .”Already, share holders pay for salaries of directors, senior executives and technology management staff.“The incentive stocks should also be paid by all shareholders.” Zheng said. “For instance, if the govern ment, or a state owned enterprise, holds 60 percent of a listed SOE, they should only pay 60 percent of the incentive stocks and 40 percent should be paid by other share holders.”译文：国有企业高管：准备迎接股权激励计划谭卫股票期权激励计划将很快应用于国有企业管理人员，但这会带来更大的繁荣，还是新的问题？一个开创性的计划正被引入——国有企业正在实施股票期权激励计划，它可能会增强公司业绩，但它并非没有风险。
股权激励外文文献【中英对照】
外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried a nd Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004).Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incenti ve plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option gra nts (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can b e described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Z attoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and sh areholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。
薪酬管理体系中英文对照外文翻译文献
薪酬管理体系中英文对照外文翻译文献XXX people。
XXX enterprise management。
as it has a XXX attract。
retain。
and motivate employees。
particularly key talent。
As such。
it has XXX。
retain。
objective。
XXX on the design of salary XXX.2 The Importance of Salary System DesignThe design of a salary system is XXX's success。
An effective salary system can help attract and retain employees。
XXX。
XXX them to perform at their best。
In contrast。
a poorly designed salary system can lead to employee n and XXX。
which can XXX.To design an effective salary system。
XXX factors。
including the industry。
the enterprise's size and stage of development。
and the specific needs and goals of the XXX。
XXX.3 XXXXXX。
XXX incentives can help align the XXX with those of the enterprise and its shareholders。
XXX to perform at their best.When designing equity incentives。
公司股权奖励计划(中英文)
1. Purpose. 目的The Incentive Stock Plan (the "Plan") is intended to provide incentives which will attract and retain highly competent persons as officers, directors and key employees of Chardan China Acquisition Corporation (to be renamed Origin, Inc. at the effective time of the Merger), a Delaware corporation (the "Company") and its subsidiaries by providing them opportunities to acquire shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") pursuant to the Stock Options described herein.设立股权奖励计划(以下简称“计划”)的目的是为了吸引和挽留那些能力卓越的人才，包括组建于特拉华州的查顿中国并购公司（在本次合并生效之时将会更名为奥瑞金公司）（以下简称“公司”）及其分支机构的经理、董事和重要员工，向他们提供以每股$0.0001美元的价格按照本计划规定来购买公司的普通股份的配股机会。
2. Administration. 管理The Plan will be administered by the Compensation Committee of the Board of Directors of the Company or another committee (the "Committee"), appointed by the Board from among its members consisting of one or more directors (or such minimum number of directors as may be required under applicable law) as the Board may designate from time to time. The Committee shall have the authority to make all determinations and take such other action as contemplated by the Plan or as may be necessary or advisable for the administration of the Plan and the effectuation of its purposes.本计划将会由公司董事会的薪酬委员会或另一个委员会来管理，该委员会将会由董事会从其组成人员中任命一个或更多董事组成（或依据适用的法律所规定的最少人数要求来确定），并由董事会按时任免。
股权激励英语
股权激励英语股权激励在英文中通常被称为"Equity Incentive" 或"Stock Incentive"。
以下是一些相关术语和表达：1.Equity Incentive Plan: 股权激励计划，指为了激励员工，公司向其提供股权作为奖励的计划。
2.Stock Option: 股票期权，指公司向员工提供购买公司股票的权利，通常以优惠价格购买。
3.Restricted Stock Units (RSUs): 受限股票单位，指公司授予员工的一种股权奖励，通常在一定的服务期后解锁。
4.Performance Share Units (PSUs): 绩效股票单位，指根据公司业绩或员工绩效表现授予的股权奖励。
5.Stock Grant: 股票授予，指公司直接授予员工一定数量的公司股票作为奖励。
6.Vesting Period: 解锁期，指员工必须在一定的服务期后才能获得股权激励。
7.Exercise Price: 行权价格，指员工行使股票期权时购买股票的价格。
8.Stock Appreciation Rights (SARs): 股票增值权，指员工在特定时间内可以获得公司股票升值部分的权利，而无需实际购买股票。
9.Employee Stock Ownership Plan (ESOP): 员工持股计划，指公司为员工提供购买公司股票的机会或以其他方式激励员工拥有公司股权的计划。
10.Share Buyback: 股票回购，指公司回购其已发行的股票，从而增加每股收益和股东价值。
这些术语通常在股权激励计划或公司员工福利方面使用，以激励和奖励员工的表现，并促进员工与公司利益的共享。
股权激励与盈余管理外文文献翻译2014年译文4500字
股权激励与盈余管理外文文献翻译2014年译文4500字文献出处：Scott Duellman. Equity Incentives and Earnings Management[J]. Account. Public Policy ,2014(32):495–517.原文Equity Incentives and Earnings ManagementScott DuellmanaAbstractPrior studies suggest that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. Using three distinct proxies for earnings management we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases). Furthermore, using the accrual-based earnings management and meet/beat analyst forecast models we find that the opportunistic financial reporting effect of equity incentives dominates the incentive alignments effect for firms with low monitoring intensity. Using proxies for real earnings management, we find that the incentive alignment effect dominates the opportunistic financial reporting effect for high and moderate monitoring intensity firms. However, for low monitoring intensity firms the opportunistic reporting effect mitigates, but does not completely offset, the benefits of the incentive alignment effect. Overall, these findings are consistent with the level of monitoring affecting the relation between equity incentives and earnings management.1. IntroductionClassical agency theory suggests that equity incentives align managers’interests with shareholders’in terests (see forexample, Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent theoretical papers suggest that equity incentives may also motivate managers to boost short term stock prices by manipulating accounting numbers (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak, 2006). Empirical studies examining the effect of equity incentives on earnings management, a proxy for opportunistic reporting, yield mixed results. For example, Gao and Shrieves, 2002,Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) document a positive relation between equity incentives and accrual-based earnings management; while Hribar and Nichols (2007) find that after controlling for cash flow volatility the relation between equity incentives and earnings management becomes insignificant.1 Furthermore, Cohen et al. (2008) find a negative relation between equity incentives and real earnings management. Thus, whether equity incentives are associated with opportunistic financial reporting is an open empirical question that warrants further study.We view equity incentives as one element of the firm’s governancestructure and argue that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. We investigate how the relation between equity incentives and earnings management changes with respect to the intensity of firms’monitoring systems. More specifically, we expect that when monitoring intensity is relatively high, equity incentives will have more of an incentive alignment effect leading to lower earnings management in comparison with low monitoring intensity firms. Conversely, when monitoring intensity is relatively low, equity incentives will have more of anopportunistic financial reporting effect leading to higher earnings management in comparison to high monitoring intensity firms. Thus, we predict that the incentive alignment (opportunistic financial reporting) effect of equity incentives increases as monitoring intensity increases (decreases).Using a sample over the time period 2001–2007, we proxy for earnings management using three different measures common in the literature: (i) absolute abnormal accruals, (ii) real earnings management measures, and (iii) the likelihood of meeting/beating an analyst forecast. We measure equity incentives, in a manner consistent with prior studies such as Bergstresser and Philippon (2006) as the percentage of total CEO compensation for the year that would come from a 1% increase in the company’s stock as of the end of the previous fiscal year.To measure the intensity of monitoring mechanisms, we focus on threemechanisms that are most directly involved in monitoring managers’financial reporting decisions (board of directo rs, external auditors, and institutional investors). We identify six board characteristics, one auditor characteristic, and two institutional investor characteristics that could potentially affect monitoring effectiveness. Using principal component analysis we collapse these nine characteristics into two monitoring intensity measures (principal components) which capture 51.1% of the variance in these characteristics.2 We classify firms as high (low) monitoring intensity firms if both monitoring intensity measures are above (below) median values while firms with only one monitoring factor above the median are classified as moderate monitoring intensity firms. We use this approach as different monitoring attributes may be substitutes or complements to oneanother and principal component analysis effectively reduces the redundancy in these variables.We regress our measures of earnings management on lagged equity incentives, monitoring intensity classifications (moderate and low), the interaction between them, and a set of control variables. Our findings can be summarized as follows. First, we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases) across all three earnings management measures. Second, in tests using accrual based earnings management and meet/beat analyst forecasts, we find that forlow monitoring intensity firms, the opportunistic reporting effect dominates the incentive alignment effect of equity incentives; and equity incentives and earnings management are unrelated when monitoring intensity is moderate or high.Third, with respect to real earnings management, we find a negative relation between equity incentives and real earnings management for high and moderate monitoring intensity firms. Furthermore, for low intensity monitoring firms the negative relation is mitigated, but not completely offset, by the incentive alignment effect. In contrast with our abnormal accrual results, these findings suggest that the incentive alignment effect dominates the opportunistic financial reporting effect with respect to real earnings management. A potential explanation for these findings is that both monitors and managers are aware of the higher potential long-term costs of real earnings management and thus tend to avoid cuts to discretionary expenses (research and development) or increase production.Our primary contribution to the literature on the relationbetween equity incentives and earnings management is that we provide evidence on how this relation varies with the level of oversight by monitoring mechanisms. This is in contrast with most prior studies in this area that either overlook the effects of monitoring (or governance) mechanisms or simply use one or more governance characteristics as control variables (Bergstresser and Philippon, 2006 and Cornett et al., 2008).3 However, a prior study by Weber (2006) also investigates the effects of governance on the relation between CEO wealth sensitivity and earnings management using a random sample of 410 S&P 1500 firms. Weber (2006) finds that CEO wealth sensitivity is positively related to abnormal accruals and that governance does not significantly affect this relation. Weber (2006) defines monitoring intensity by only using the factor that explains the most variance from the principle component analysis. However, this methodology could misclassify firms because monitoring has multiple dimensions and using only one factor ignores the presence of substitutive monitoring mechanisms. Furthermore, in contrast to Weber (2006), using two monitoring intensity factors, we find that monitoring intensity has a significant effect on the relation between equity incentives and earnings management. Additionally, our study uses a broader sample of firms, a longer sample period, and multiple proxies for earnings management.In addition to our primary contribution, we add to the literature in two ways. First, while prior studies on equity incentives and accrual-based earnings management document that the results are dependent on controlling for operating cash flow volatility, we show that for firms with low monitoring, equity incentives are positively related to accrual-based earningsmanagement even after controlling for operating cash flow volatility. Second, we add to the literature by providing evidence on theeffects of monitoring intensity on the relation between equity incentives and real earnings management. To our knowledge, the only other study that investigates the relation between equity incentives and real earnings management is Cohen et al. (2008).4However, Cohen et al. (2008) do not consider the mitigating effects of monitoring intensity on this relation.An important limitation of our study (and other work in this area more generally) is that equity incentives and other governance mechanisms are likely to be chosen endogenously with the firm’s other corporate policies, structures, and features. Thus, while we attempt to mitigate the effects of endogeneity, we cannot definitively rule out the possibility that our results could be affected by endogeneity bias.The remainder of this paper is organized as follows. Section 2 presents a discussion of prior research and our hypothesis development. Section 3 presents our research design choices and their rationale. The evidence is presented in Section 4 and the conclusion in Section 5.2. Prior research and hypothesis development2.1. Prior researchEquity incentives are an important part of firms’governa nce structures that are used to align managers’ interests with shareholder interests (Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent studies suggest that they also motivate managers tofocus on boosting stock price in the short term (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak,2006).Prior studies document mixed evidence on the effect of equity incentives on earnings management. On the one hand, Gao and Shrieves, 2002, Cheng and Warfield, 2005, Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) find that equity incentives are positively related to the absolute value of abnormal accruals. On the other hand, Hribar and Nichols (2007) demonstrate that findings of earnings management in studies that are based on absolute abnormal accruals no longer hold once controls for cash flow volatility are added. Furthermore, in contrast with studies documenting opportunistic effects of equity incentives, Cohen et al. (2008) find a negative relation between real earnings management methods and stock ownership, CEO bonuses, and unexercisable options consistent with incentive alignment effects dominating opportunistic effects. Armstrong et al. (2010a, 226) summarize the findings on the relation between equity incentives and accounting irregularities of all types (including accrual based earnings management) by stating that “no conclusive results have emerged from the literature.”Thus, whether equity incentives result in earnings management remains an open question.2.2. Equity incentives and other governance mechanismsWe view equity incentives as one element of a firm’s overall governancestructure. Furthermore, we note that equity incentives have both an incentive alignment effect as well as an opportunistic financial reporting effect. The incentive alignment effect follows from agency theory which suggests that managerial stock ownership align their interests with shareholders (Jensen andMeckling, 1976). The opportunistic financial reporting effect arises because managers with high equity incentives are motivated to overstate accounting performance and boost stock prices in the short-run. For example, Bar-Gill and Bebchuk (2003) show that when managers can sell shares in the short-run, they will be motivated to misreport performance and misreporting will be an increasing function of the fraction of management-owned shares that could be sold (also see Goldman and Slezak, 2006 and Ronen et al., 2006).If firms choose their governance structures to maximize value, and optimally use equity incentives in conjunction with other governance mechanisms, there will be either a negative relation or no relation between equity incentives and earnings management. Intuitively, any opportunistic effects of equity incentives would be exactly offset by other governance or monitoring mechanisms. However, adjusting governance structures is costly so it is unclear whether most firms end up with optimal equity incentives and monitoring mechanisms in a dynamic environment. Deviations from optimal monitoring raises the possibility that under some conditions the opportunistic effects of equity incentives may dominate or mitigate the。
管理人员必备的英语词汇
管理人员必被备的英语词汇目标mission/ objective集体目标group ｏbjeｃtiveﻫ内部环境ｉnteｒnａlｅｎvｉronｍentﻫ外部环境eｘternaｌeｎvi ｒonmｅnt计划ｐlanninｇﻫ组织organｉzｉng ﻫ人事stａｆｆｉng ﻫ领导lｅaｄiｎｇ控制coｎtrolling步骤pｒocｅsｓﻫ原理prinｃiple方法tｅchnｉqｕeﻫ经理ｍａnager总经理ｇｅneral maｎageｒ行政人员ａdｍinｉsｔrator ﻫ主管人员ｓｕpervisor企业ｅnteｒprisｅ商业busiｎess ﻫ产业industｒy ﻫ公司compａｎy ﻫ效果eｆｆectiveness效率ｅffiｃｉency企业家enｔreｐreneurﻫ权利pｏｗｅr ﻫ职权authoｒitｙ职责responｓibilitｙﻫ科学管理ｓcientific mａｎagement ﻫ现代经营管理modern ｏpeｒatｉonaｌmanagement行为科学ｂｅhaｖioｒsｃienｃe生产率productｉvｉtｙﻫ激励mｏtivateﻫ动机moｔive法律laｗﻫ法规regulａtioｎ经济体系econｏｍiｃsysｔem ﻫ管理职能ｍanａｇｅrial ｆｕnｃtioｎﻫ产品ｐroduct服务service利润prｏfiｔﻫ满意satｉsfaｃｔion归属aｆfilｉaｔiｏｎ尊敬esteeｍ自我实现seｌｆ—aｃtｕａlizａtiｏn ﻫ人力投入humａｎｉnｐut ﻫ盈余surpluｓ收入incｏmｅ成本coｓtﻫ资本货物capiｔaｌgooｄs机器mａcｈｉｎeryﻫ设备ｅｑuipmｅnt建筑builｄing ﻫ存货ｉnventorｙﻫ(２)经验法ｔhe empiricａl aｐproach人际行为法the interpｅrsonal beｈａｖiｏr aｐprｏaｃh集体行为法thｅｇrｏup ｂehavior aｐpｒoａcｈ协作社会系统法the coｏpeｒativeｓｏcｉal syｓｔems apｐroach社会技术系统法tｈe social-technical sｙｓｔｅms ａpｐroacｈ决策理论法ｔｈe ｄecision ｔheｏry apprｏａchﻫ数学法tｈe mａｔheｍaticａl apprｏａch系统法the systemｓapproaｃh随机制宜法the contｉngency apｐｒoach管理任务法ｔhe maｎaｇｅｒial roles apｐｒoacｈ经营法thｅｏpｅratioｎal ａpproach人际关系human rｅｌaｔion心理学psycｈoｌogｙ态度attitudｅ压力ｐｒeｓsurｅﻫ冲突confｌｉｃt招聘recruiｔ鉴定ａppraiｓal选拔ｓeｌect ﻫ培训tｒａiｎ报酬cｏmpensatiｏｎﻫ授权ｄelegaｔioｎｏf ａuthoritｙﻫ协调coｏrdinate ﻫ业绩perfｏrmａｎｃｅ考绩制度mｅrit ｓyｓtem ﻫ表现behaｖｉor下级ｓuborｄinaｔe偏差deviation检验记录inspeｃtioｎｒｅcｏrｄﻫ误工记录record ｏｆlａbｏr—hours lｏstﻫ销售量ｓａles voｌｕme ﻫ产品质量qｕaliｔｙｏf prｏｄucts ﻫ先进技术aｄｖaｎｃｅd tecｈｎology顾客服务customer service策略strategｙ结构struｃｔｕrｅ(3)领先性prｉｍaｃy ﻫ普遍性ｐｅrvasiveness忧虑fｅar ﻫ忿恨resentｍent ﻫ士气moraｌe解雇laｙｏff批发ｗhｏlesale ﻫ零售retail ﻫ程序ｐｒocedurｅﻫ规则ruｌe ﻫ规划pｒoｇraｍ预算budgｅt ﻫ共同作用synｅrgy大型联合企业conglomeｒatｅ资源ｒeｓoｕrce购买acｑｕiｓitioｎﻫ增长目标growtｈgｏal专利产品pｒoprｉｅｔａｒｙprｏduct竞争对手rｉvａlﻫ晋升promotｉon管理决策mａnagｅｒiａl dｅciｓion商业道德ｂusinｅss ethｉcs有竞争力的价格ｃoｍpetitive ｐricｅﻫ供货商suppｌier ﻫ小贩vendoｒ利益冲突conflict ｏf intｅrestsﻫ派生政策deｒivative pｏｌｉcy开支账户ｅxpense ａｃcouｎｔﻫ批准程序appｒoｖaｌｐｒｏcｅdure病假ｓｉck lｅavｅﻫ休假vａｃａtｉon工时laboｒ—hour ﻫ机时mａcｈiｎe—ｈｏｕｒﻫ资本支出ｃａpital ouｔlaｙ现金流量cash flow工资率waｇe rate税收率taｘraｔe股息ｄividend现金状况cash pｏsiｔion资金短缺cａpitａl shoｒtaｇe总预算oｖeraｌl budget资产负债表ｂalanｃe ｓheｅt可行性feａsｉbilitｙﻫ投入原则ｔhｅcｏmｍitmｅnt ｐｒinciple ﻫ投资回报reｔurn on invｅstｍent ﻫ生产能力capacity to prodｕｃe ﻫ实际工作者ｐｒａctｉｔioner ﻫ最终结果eｎd ｒesultﻫ业绩performａnce ﻫ个人利益pｅrsｏnaｌinteｒeｓt ﻫ福利ｗelfare市场占有率maｒkｅｔsharｅ创新ｉｎnovａtionﻫ生产率pｒoductｉviｔy利润率prｏfｉｔability ﻫ社会责任ｐｕblic responｓiｂilitｙ董事会boａrd of direｃtｏｒ组织规模ｓiｚｅoｆtｈe oｒganizａｔioｎ组织文化ｏrganizａtiｏnal cｕltuｒe目标管理mａnagemeｎt bｙｏbjectiｖes评价工具aｐｐraiｓａｌｔoｏl激励方法ｍotivａtionａｌtechｎiqｕes控制手段coｎｔroｌdeviceﻫ个人价值persｏnａl worth优势sｔrengｔh ﻫ弱点weakｎess机会ｏppoｒtｕｎｉｔy ﻫ威胁tｈｒeat ﻫ个人责任perｓoｎａl ｒeｓpoｎｓiｂilitｙﻫ顾问counｓｅlor ﻫ定量目标quaｎtiｔatiｖｅｏbjective ﻫ定性目标ｑualiｔativｅｏbjｅｃｔive可考核目标verｉfiable objecｔiｖe优先priorｉty ﻫ工资表payroll ﻫ（４）ﻫ策略ｓtrateｇｙ政策polｉcｙ灵活性disｃｒetiｏnﻫ多种经营diversifｉｃatｉon评估aｓsessmｅnｔﻫ一致性consistencyﻫ应变策略conｓｉsｔeｎcy stratｅgｙ公共关系public ｒelation ﻫ价值vaｌue ﻫ抱负aｓpiｒaｔion偏见pｒｅjudiｃeﻫ审查revｉeｗﻫ批准apｐrｏvａl ﻫ主要决定mａjor decｉsion分公司总经理divisｉon general ｍａｎagｅｒ资产组合距阵portｆolio ｍａtrix ﻫ明星ｓtar问号quｅsｔioｎmarｋ现金牛cash cow ﻫ赖狗dog采购prｏｃuremｅnt ﻫ人口因素demographiｃｆactor地理因素gｅｏgｒaphic factoｒ公司形象comｐany imａge ﻫ产品系列prｏduｃt liｎe合资企业ｊoiｎt ｖentuｒe ﻫ破产政策lｉqｕidation strategy紧缩政策ｒetｒeｎchment stｒaｔeｇy战术tａcｔiｃs(5) ﻫ追随ｆolｌowｅｒsｈｉp ﻫ个性ｉndｉviduaｌiｔｙ性格peｒｓoｎality ﻫ安全sａｆｅty自主权laｔitude悲观的pesｓiｍisｔiｃﻫ静止的sｔatｉｃﻫ乐观的ｏptｉmistｉc动态的ｄｙｎａmic灵活的flexiｂlｅ抵制rｅsiｓｔancｅ敌对antagｏnism折中eｃlectic(6)激励moｔivaｔiｏnﻫ潜意识subconscｉous地位sｔatus情感aｆfｅcｔiｏn欲望ｄesirｅ压力presｓｕre ﻫ满足sａtisfactｉonﻫ自我实现的需要nｅedｓfor sｅlｆ-actualｉzation尊敬的需要esteem needｓﻫ归属的需要affiliａｔion needs ﻫ安全的需要seｃuriｔy needs生理的需要pｈｙｓｉｏlogicａl needs ﻫ维持maｉntenance ﻫ保健hygieｎe ﻫ激励因素moｔiｖａｔｏrﻫ概率probabiｌity ﻫ强化理论rｅinforcemｅnt thｅｏrｙ反馈feedback ﻫ奖金bonｕs股票期权ｓtoｃk oｐtion ﻫ劳资纠纷ｌaboｒdispｕte缺勤率ａbsentｅeism人员流动tｕrｎover奖励ｒewａrｄ（７）ﻫ特许经营fｒanｃhise ﻫ热诚zｅaｌﻫ信心confiｄence ﻫ鼓舞ｉｎspiｒe ﻫ要素iｎｇredieｎt 忠诚loｙａlty奉献ｄevoｔion作风style品质ｔｒait适应性aｄａpｔability进取性aggressiｖeness ﻫ热情ｅｎthusiasm ﻫ毅力peｒsｉｓteｎce人际交往能力interpｅrｓoｎａl sｋills ﻫ行政管理能力ａdmiｎisｔratｉｖe ａbilｉty ﻫ智力iｎtellig ｅnce专制式领导autｏcratｉc leader民主式领导ｄemocratic ｌeaderﻫ自由放任式领导free－rein ｌeader ﻫ管理方格图the maｎagerial ｇriｄ工作效率woｒkｅｆｆiｃiency服从obeｄieｎｃe领导行为leaｄer bｅhavior ﻫ支持型领导ｓupｐorｔive leａdｅｒsｈip ﻫ参与型领导parｔicｉpａtｉｖｅlｅaｄershiｐﻫ指导型领导iｎstｒuｍｅntａl ｌeadeｒship成就取向型领导achｉevement—orieｎted leaｄerｓｈip。
英文翻译译文修改5月22日
Why do firms repurchase stock to acquire another firmRobin S. WilberPublished online: 3 August 2007Abstract:This study investigates firms that repurchase their stock to finance an acquisition. Since research shows that cash-financed acquisitions perform better than stock financed acquisitions, why do firms that have available cash initiate the extra transactional step. I find these firms are well compensated for their efforts, especially in the long run. On average, these firms have negative abnormal returns prior to their repurchase announcements and thus may choose repurchasing to signal undervaluation. Furthermore, the stock acquisition step allows these firms to share risk, counteract the negative effects of dilution,and enjoy a tax advantage for their efforts.Keywords: Acquisitions Method of payment Repurchases1 IntroductionThis study investigates the enigmatic decision by a firm to take on the extra transactional step to repurchase its shares with cash and then use those shares to finance an acquisition, rather than use the cash to directly finance the acquisition. It would seem to be far easier, if a firm has the cash available, to acquire the target firm with the cash. This is even more of an enigma when it is well known that cash offerings perform better than stock offerings.I find that firms that in a sample of 96 firms that repurchase shares to finance an acquisition from 1995–2002 are well compensated for their efforts. The most compelling argument as to why firms would take on the extra financing step is to achieve the best of both the stock-financing acquisitions and cash-financing acquisitions. These firms experience risk sharing with the target firms, counteract the negative effects of dilution by repurchasing shares first, and enjoy a tax advantage for their efforts. This is important to firms that want to use stock financing but are concerned about the historical negative returns of firms acquiring another firm with stock. Also this is an important research topic that has not been addressed.The organization of this paper proceeds as follows. The first part discusses merger and acquisition literature. The second section develops the hypotheses and methodology. The third section reports the empirical findings and the last section summarizes and concludes.3 Prediction, data and methodology3.1 HypothesesBased on previous research,9 if a repurchase is conducted in order to finance an acquisition it may also carry with it the poor stock return reactions that have been associated with bidder firms conducting acquisitions. However, researchers have made a clear distinction between cash-financed acquisitions and stock-financed acquisitions. If a firm uses cash to repurchase shares which are then used to acquire a target firm, this is not straight cash or straight stock-financed. Many researchers have documented losses to bidding firms that use stock. The use of repurchased shares to conduct an acquisition is stock-financed and may result in the negative abnormal returns associated with stock-financed acquisitions. On the other hand, using repurchased stock to finance an acquisition is just adding a step to a cash-financed acquisition and thus may act according to previous research and have no negative abnormal returns or possibly slightly positive returns.Additionally, using a repurchase to facilitate an acquisition begs further investigation. Why would a firm go through such transactional gymnastics? It would be simpler and lesscostly in time and dollars to just conduct an acquisition with cash.10 Therefore, there must be some benefit to taking on this additional cost. It may be that the premium to acquire is less with a stock-financed acquisition than with a cash-financed acquisition for the bidding firm will not need to compensate the target firm for its immediate tax consequences.It is possible that the repurchase announcement gives managers the anticipated positive stock price return reaction which more than offsets the anticipated decrease in stock price with an acquisition announcement. In a sense, this may extinguish the negative return reactions associated with a straight stock offering and allow bidder managers to pay a smaller premium at the acquisition. If this is the case, I expect that these firms may have better long-term performance than firms that do not take the extra transactional step since they would be less likely to overpay for the acquisition.Finally, purchasing accounting does carry a long term tax advantage. Normally stock offered acquisitions do not use purchase accounting. However, if the firm uses repurchased shares it can only proceed with purchase accounting. This is an advantage to the long-term cash flows of the combined firms.In order to test, I will conduct a difference in means between firms announcing both a repurchase jointly with an acquisition and firms that announce an acquisition without a repurchase.Hypothesis 1 Abnormal return (at the announcement date and long-term postannouncement) will be less negative for firms that announce repurchase intentio ns with an acquisition announcement than for firms that only announce the acquisition.This test will be performed at the announcement date for announcement date effects and also 2-year and 3-year post-announcement.Table 1 summarizes the hypotheses put forth in the literature. Most of the hypotheses make predictions on the method of payment choice. I question why firms would use cash to repurchase shares in order to conduct a stock-financed acquisition. Since the bidder firm’s wealth is not hurt by cash acquisitions and the combined firm wealth is, on average, better with cash, it is perplexing as to why a firm would incur additional transactions fees and most likely incur labor costs to take this extra financing step that at first glance does not appear to carry benefits.I review the hypothesis with this question in mind. My sample is of firms which either have the cash available at the repurchase announcement or did not make a credible repurchase announcement. If they have the cash available, then according to the cash availability hypothesis they will prefer to use it if they are undervalued. Since the firm has chosen not to use the cash for the acquisition, but rather for the repurchase, the cash-availability hypothesis suggests that the firm is overvalued. However, if the firm is overvalued it is not likely it would choose to repurchase its own stock as suggested by Travlos (1987). Thus, it is feasible that using cash directly to purchase another firm or using cashindirectly with repurchased share financing is inconsequential to the cash availability hypothesis in that both announcements are indicative of undervaluated bidder shares.The investment opportunity hypothesis predicts that a high-growth bidder will prefer stock because it will afford the high-growth firm with future financial flexibility. This hypothesis is not applicable to cash flush firms with moderate growth. The signaling hypothesis is a little problematic in that the repurchase signals undervaluation and the subsequent stock-financing signals overvaluation. Although it is unlikely that a firm sets out to send mixed signals, it is possible that a firm prefers to use stock (i.e., for risk sharing and future tax benefits) and plans to mitigate the bad news of overvaluation indicated with a stock financing by offsetting with the undervaluation signal of the repurchase announcement.The risk-sharing hypothesis is consistent with the extra financing. If a firm is concerned about the post-merger performance of the target firm then stock financing will mitigate this concern. Thus, if the target firm will represent a significant portion of the combined firm, it may be the preference of the bidder firm’s managers to share the risks, even if evidence of poor stock-financed acquisitions is predominant.The target firm managers may have a preference for stock financing in order to maintain some control in the merged firm. Ghosh and Ruland (1998) show a strong, positive association between managerial ownership of target firms and the likelihood of acquisitions for stock. They suggest that target firm managers’ have preferences for control rights and want to enhance their chances of retaining jobs in the combined firm. Thus, if the target is large enough in comparison to the bidder and the target firm’s managers have some control, they may be in the position to influence the financing decision. In the extreme, the target may be able to influence the bidder to first repurchase its shares and then to pass the shares on to the target firm’s shareholders. T his argument may hold for the target manager shareholders; however, the argument fails for all the other target shareholders who should prefer cash due to the higher premium. It has also been suggested; however, that the higher premium is nothing more than compensation for the forced tax consequences and thus the high premium quickly disappears net of taxes.The control hypothesis states that if a manager desires to maintain his ownership position in the firm, he or she will prefer stock to finance an acquisition in order to maintain control. A repurchase decreases the total outstanding shares and thus serves to increase the ownership position of the non-tendering shareholders. Thus, managers with a high concern for their ownership position would favor repurchase of shares first to mitigate the loss in ownership position if a stock-financed acquisition was pursued over the preferable cash acquisition.Pooling accounting (stock financing) and repurchasing activities are both consistent withmanager objectives of increasing earnings per share. Thus, if a manager’s compensation were tied to earnings per share, both repurchasing shares and stock-financed acquisitions would supplement the manager’s compensation. Thus, the pooling versus purchasing hypothesis would be consistent with the doubled transactions. Furthermore, the doubled transactions may create favorable tax results. Purchase accounting creates a tax burden on the target firm. Thus, stock financing is beneficial for both risk-sharing and tax consequences. Cash financing has historically better returns. Thus, it is possible that by taking on the extra transactions the firm is taking advantage of both types of financing and entering into a win–win situation.Finally, if it is not the method of payment that matters but only whether the acquisition is a good fit and increases the focus of the firm, then the transactions that preceded the acquisition may not be the important issue. This argument suggests that although it appears inefficient to use cash to repurchase shares to be used for the acquisition of another firm, this method of payment may not be predictive of poor post-merger stock price returns that have been documented by numerous researchers. If the bidder acquires a firm that increases its focused line of business then value should be enhanced and the method of payment is immaterial. Similarly, if the bidder attempts a diversifying acquisition, the market would be expected to respond negatively.These studies suggest that a viable control for a value-enhancing merger versus a valuedecreasing merger could be determined by whether the merger increases or maintains its focus or decreases its focus in diversification attempts. Flanagan and O’Shaughnessy (2003) use primary SIC codes to classify transactions core-related in their paper that explores which firm characteristics influence the size of acquisition premiums. Flanagan and O’Shaughnessy classify an acquisition as core-related if both the acquiring and target firms share the same three or four digit SIC code. I will separate my firms that announce repurchase intentions to conduct an acquisition as value enhancing if the firms have the same three or four digit SIC code and are thus core-related focus increasing or preserving firms. Firms will be considered focus decreasing if the acquiring and target firms do not share three or four digit SIC codes and appear un-related.3.2 SampleThe sample of firms announcing a repurchase in order to facilitate an acquisition are collected from Securities Data Corpor ation’s Mergers and Acquisitions database and Repurchases database. I begin by collecting all repurchase offers with an acquisition (ACQ) purpose. Financial firms (SIC codes 6000-6999) and regulated utilities (SIC codes 4910-4949)were removed because they are believed to face a different incentive structure around repurchase activity. Imposing these restrictions results in an initial sample of 103 firms with a repurchase announcement between 1995 and 2002. The sample is reduced to 96 firms with usable return information available from CRSP. At first glance, 96 firms may seem a relatively small sample size. After all, many firms repurchase their own shares and many other firms conduct acquisitions. However, it is very important that such a small sample can s how such powerful results. In studies with large sample sizes even small numerical differences can be statistically significant. This study finds significance without the statistical power afforded to large samples.Using the same database, I searched for acquisition announcement dates 1 year before and 1 year after the sample firms’ repurchase announcement and found that two-thirds (66) of the sample firms made both the repurchase and acquisition announcement on the same date. Of those 66 firms, nearly one-half (32) had announced the acquisition at a previous date in addition to the second announcement made in conjunction with the repurchase announcement. Of the firms that did not make the acquisition announcement of the same date as the repurchase announcement, 10 of them made the acquisition announcement prior to the repurchase announcement and eleven made the acquisition announcement after the repurchase announcement.3.3 MethodologyI use standard event-study methodology using the market model estimated by both ordinary least square and the method of Scholes and Williams (1977) to measure abnormal returns (see Thompson (1995)) The least squares estimation period ends 46 days before the event date and is 255 days in length. I use daily data and my periods of interest are the prevent window (-30, +2), the announcement window (-1, +1) and post-event periods of (+2, +30), 2-years and 3-years after the announcement. The equally-weighted and value-weighted market indexes are both used as benchmarks in my study. The abnormal returns are calculated with Eventus software. I also use a cross sectional regression of abnormal returns on characteristics where the dependent variable is the observed CAR and the independent variables are a matrix of characteristics. My independent variables are shown in Table 2 with their predicted signs.4 ResultsTable 3 presents abnormal return data for my 96 firms that announce repurchase-financed acquisitions. The returns are relative to the repurchase announcement date with the except ionof Panel C, which is at an acquisition announcement date. Panel A shows the full sample of 96 firms. The CARs show the generally positive abnormal returns consistent with other researchers’ results.Two-thirds of the sample firms announce the repurchase and the acquisition on the same date. The abnormal returns to this group shown in Panel B are similar, if not a little more significant then the entire sample of firms.Panel C is very interesting in that one-third of the repurchased-financed firms had acquisition announcements prior to making the repurchasing announcements. Thus, at the time of the first acquisition announcement there would be little indication that the firms planned repurchase as part of the financing. Thus, ex ante the abnormal return reaction should be similar to all other acquisitions. Panel C, although only slightly significant, shows generally positive results, which is contrary to the prevailing documentation on acquisition returns.Table 4 directly tests hypothesis 1 and finds that prior to the acquisition announcement both the stock-financed and cash-financed firms show the characteristic negative abnormal returns. The repurchase group shows no abnormal returns and the groups are not different from each other. At the acquisition announcement event date all groups show moderate positive abnormal returns. The most interesting results begin to appear within 90 days of the acquisition announcement where the groups become very different from each other. The cash-financed (-1.8%) and stock-financed (-6.3%) acquisitions show negative abnormal returns, whereas the repurchase-financed acquisition is slightly positive (1.3%).This distinction continues into the long-term with significantly negative abnormal returns for both the cash-financed (_33.4% for 2-year post) and stock-financed (-99.7% for 2-year post) acquisitions and significantly positive for the repurchase-financed (11.8% for 2-year post) returns. Thus, firms that take on the extra transactions seem to be well compensated for their efforts. This table strongly supports my hypothesis. Not only do these repurchased-financed acquisition firms not exhibit the characteristic negative abnormal returns of both cash-financed and stock-financed, these firms show positive CARs 2-years and 3-years post-announcement. I attribute this to the firms reducing their tax burden by completing a purchase accounting acquisition. Straight cash-financed acquisitions also have this advantage; however, a cash-financed acquisition is not able to share the risk with the target shareholders in the merged firm. Furthermore, a straight cash-financed acquisition may have to pay a premium to target shareholders to compensate the target shareholders with an increase in tax burden due to their most likely gain on the stock sale.ExecuComp data was obtained for the three types of distinct acquisition financing groups. Data on 175 firms using only cash financing, 100 firms using only stock financing and only three firms using repurchases financing were found. Due to the extremely small sample size of the repurchasing acquisition firms, no further testing was attempted to differentiate the officers’ stock ownership or options.However, information that could be obtained through the compustat database to differentiate the firm choice of acquisition financing.公司回购股票进行融资收购原因分析罗宾南威尔伯2007年8月3日摘要：本文研究公司回购其股票，然后进行融资收购。
股权激励外文文献【中英对照】
外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages ofmanagers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk,Fried and Walker, 2002; Chef?ns and Thomas, 2004; Zattoni, 2007). In the UK and,above all in the US, remuneration encompasses a variety of components, and shortand long term variable pay carries more weight than elsewhere (Conyon and Murphy,2000). In other countries, however, fixed wages have always been the main ingredient-term pay has become morein top managers’ pay schemes. Over time, variable shortsubstantial and the impact of fringe benefits has gradually grown. Notwithstanding,incentives linked to reaching medium to long-term company goals have never beenwidely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone anappreciable change as variable pay has increased considerably, even outside the USand the UK. In particular, managers in most countries have experienced an increase inthe variable pay related to long-term goals. Within the context of this general trendtoward medium and long-term incentives, there is a pronounced tendency to adoptplans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers ofthe diffusion of long term incentive plans seem to be some recent changes i n theinstitutional and market environment at the local and global levels. Particularlyimportant triggers of the convergence toward the US pay paradigm are both marketoriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate ortax regulation (Chef?ns and Thomas, 2004).Driven by these changes in theinstitutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Chef?ns, 2003; Chef?ns and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when itis hotly debated at home. In particular, the critics are concerned with both the level ofexecutive compensation packages and the use of equity incenti ve plans (Chef?ns andThomas, 2004). Critics stressed that US top managers, and particularly the CEOs,receive very lucrative compensation packages. The ’80s and ’90s saw an increasing-and-?le workers. Thanks to this effect,disparity between CEO’s pay and that of ranktheir direct compensation has become a hundred times that of an average employee(Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ ntsand executives’ compensation are annual bonuses and, above all, stock option gra(Conyon and Murphy, 2000). Stock option plans have recently been criticized byscholars and public opinion because they characteristically are too generous andvalue (Bebchuk et al., 2002;symptomatic of a managerial extraction of the firm’sBebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equityincentive plans, this paper aims at understanding the reasons behind the disseminationof stock option and stock granting plans outside the US and the UK.The choice toinvestigate this phenomenon in Italy relies on the following arguments. First, the largemajority of previous studies analyze the evolution of executive compensation andequity incentive plans in the US and, to a smaller extent, in the UK. Second,ownership structure and governance p ractices in continental European countries aresubstantially different from the ones in Anglo-Saxon countries. Third, continentalEuropean countries, and Italy in particular, almost ignored the use of theseinstruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on thediffusion of equity incentive plans: 1) the optimal contracting view, which states thatcompensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states thatpowerful insiders may influence the pay process for their own benefit (Bebchuk et al.,2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons w hy ItalianTo gain alisted companies adopted equity incentive plans since the end of the ’90s. deep understanding of the phenomenon, w e collected data and information both onthe evolution of the national institutional environment in the last decade and on thediffusion and the characteristics (i.e., technical aspects and objectives) of equityincentive plans adopted by Italian listed companies in 1999 and 2005. We used bothlogit models and difference-of-means statistical techniques to analyze data. Ourresults show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationalesbehind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adoptedto take advantage o f large tax benefits, and that in some occasions they may havebeen used by controlling shareholders to extract company value at the expense ofminority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. Onandthe one hand, they declared that plans were aimed to align shareholders’ managers’ interests and incentive value creation. On the other hand, thanks to the lackof transparency and previous knowledge about these instruments, companies usedthese mechanisms to take advantage of tax benefits and sometimes also to distribute alarge amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equityincentive plans please stakeholders –for their implicit alignment of interests andincentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni,1999). Banks and other financial institutions do not own large shareholdings and donot exert a significant influence on governance of large companies, at least as far asthey are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001).Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environmentthat does not offer incentives for their activism. Finally, the stock market is relativelysmall and undeveloped, and the market for corporate control is almost absent (Bianco,2001). In short, the Italian governance system can b e described as a system of “weak managers, s trong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ generalmeeting must appoint also a board of statutory auditors as well whose main task is topublished inmonitor the directors’ performance (Melis, 2000). Further, some studiesunder the relevant influence of largethe ’90s showed that the board of directors wasblockholders. Both inside and outside directors were in fact related to controllingshareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of topremuneration, and incentive schemes l inked to reaching medium to longmanagers’ term company goals have never been widely used (Melis, 1999). Equity incentiveschemes adopted by Italian companies issue stocks to all employees unconditionallyfor the purpose of improving the company atmosphere and stabilizing the share valueon the Stock Exchange. Only very few can be compared with stock option plans in thetrue sense of the term. Even in this case, however, directors and top managers wererarely evaluated through stock returns, because of the supposed limited ability of theItalian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of thecode of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commerciallaw (1998, 2003, and 2005) and the introduction (1999) and update (2002) of thenational code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate lawreforms improved the efficiency of the Stock Exchange and created an institutionalEnriques, environment more favorable to institutional investors’ activism (Bianchi and2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. Thesereforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentiveplans. Both the white paper of the Ministry of the Industry and Foreign Commerceand the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creationculture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance ofnew stocks to employees by an employer or another company belonging to the samegroup did not represent compensation in kind for income tax purposes (Autuori 2001).In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued tofavor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plansattoni,became widely diffused among I talian listed companies at the end of the ’90s (Z2006). Ironically, the diffusion of these instruments – in Italy and in other countries,such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005),and Japan (Nagaoka, 2005) – took place when they were strongly debated in the USfor their unpredicted consequences a nd the malpractices associated with their use(Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity IncentivePlansEquity incentive plans are a main component of executive compensation in theUS. Their use is mostly founded on the argument that they give managers an incentiveinterests by providing a direct link between theirto act in the shareholders’compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyondthat, equity incentive plans also have other positive features, as they may contribute tothe attraction and retention of highly motivated employees, encourage beneficiaries totake risks, and reduce direct cash expenses f or executive compensation (Hall andMurphy, 2003).Despite all their positive features, the use of equity incentive plans isincreasingly debated in the US. In particular, critics question their presumedeffectiveness in guaranteeing the alignment of executives’ and shareholders’ in They point out that these instruments may be adopted to fulfill other objectives, suchas to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or evento achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002).In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimalcontracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk etal., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packagesare designed to minimize agency costs between top managers (agents) andshareholders (principals) (Jensen a nd Meckling, 1976). The boards of directors areeffective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama andJensen, 1983). Providing managers with equity incentive plans may mitigatemanagerial self-interest by aligning the interests of managers and shareholders(Jensen and Meckling, 1976). Following the alignment rationale, equity incentivesmay improve firm performance, as managers are supposed to work for their own and benefit (Jensen and Murphy, 1990). In short, these instruments are shareholders’ designed to align the interests of managers with those of shareholders, and to motivatethe former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managersoperating in assets under management, shareholders entrusted. But in fact, in theagency relationship, the contract between the asymmetric information, shareholdersand managers a re not completely dependent on the manager's m oral self-discipline.The pursuit of the goals of shareholders and managers is inconsistent. Shareholderswant to maximize the equity value of its holdings of managers who want to maximizetheir own utility, so the "moral hazard" exists between the shareholders and managers,through incentive and restraint mechanisms to guide and limit the behavior ofmanagers.In a different way of incentives, wages based on the manager's qualificationconditions and company, the target performance of a predetermined relatively stablein a certain period of time, a very close relationship with the company's targetperformance. Bonuses generally super-goal performance assessment to determine thepart of the revenue manager performance is closely related with the company'sshort-term performance, but with the company's long-term value of the relationship isnot obvious, the manager for short-term financial indicators at the expense of thecompany long-term interests. But from the point of view of shareholders' investment,he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flowof performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exerciseof stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares a fter a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management o r all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase t ype refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。
股权激励股利分配外文翻译文献
股权激励股利分配外文翻译文献(文档含中英文对照即英文原文和中文翻译)译文：股权激励与股利分配政策随着现代企业规模化和专业化的分工，所有权和经营权的分离成为现代企业治理结构中的重要特征。
所有者委托职业经理人从事企业经营管理活动，然而企业所有者与经理人在各自追求利益最大化的过程中存在一定的矛盾，企业追求的是股东财富的最大化，而经营者则追求的是低风险，高薪酬，闲暇时间和在职消费。
股权激励作为现代企业中一种重要的激励机制，通过授予管理者部分股权，使其能以股东的身份参与企业决策，承担风险，分享利润。
将企业管理者个人的利益与企业的整体利益有效的联系在一起，降低了代理成本，完善了公司治理结构，提高企业的绩效水平。
现代企业管理制度下,企业所有权与经营权相分离,由于双方信息不对称且追求各自利益最大化,导致企业内部产生代理问题,为解决这一问题,股权激励作为一种对管理层的长期激励方式应运而生。
管理者股权激励最早出现在二十世纪五十年代初期的美国,当时的PFIZER公司最先提出了经理股票期权,随后有英国、日本和法国等发达国家相继引入股权激励,从此全球掀起股权激励的浪潮。
股权激励方式中的股票期权运用最为广泛,有数据表明:二十世纪八十年代中期经理人薪酬构成中股票期权占据2%,该数据到1998年上升为53%,股权激励已被资本市场认可,而且,股票期权激励也被认为是二十世纪八十年代以来最富有成效的激励方式之一。
相对于西方发达国家,我国的股权激励起步较晚,直到二十世纪九十年代我国才开始逐步引入股权激励。
2005年是股权分置改革的高峰期,也是股权激励在我国发展的分界线,年底证监会颁布了《上市公司股权激励管理办法》(以下简称《管理办法》),该办法的颁布预示我国正式实施股权激励。
2006年9月30日,《国有控股上市公司(境内)实施股权激励试行办法》由国务院国资委和财政部联合颁布,目的是规范我国国有上市公司对股权激励机制实施,这说明我国对股权激励的运用随着相关法律法规的完善已逐步发展起来。
外文翻译--股票期权重新定价：正面我赢,反面你输
本科毕业论文（设计）外文翻译原文：Stock Option Repricing: Heads I Win, Tails You Lose IntroductionIn most publicly traded companies, stock options are a big part of executive compensation, favored as a way to bind the financial interests of executives with shareholders. Although the exercise price of these options is fixed at the time of grant, some companies reprice stock options when stock price drops below the exercise price. The recent downturn in stock markets has prompted many companies to jump on the repricing bandwagon ( Business Week, December11, 2000). Repricing occurs in two ways: (1) either the exercise price is lowered, or (2) the existing options are cancelled and fresh options with a lower exercise price are issued.Critics oppose repricing because managers stand to gain whether stock price goes up or down. This undermines the incentive effects of stock options by eliminating the financial punishment to executives whose mismanagement perhaps led to stock price decline in the first place. The ultimate irony is that repricing increases managerial compensation when managers ought to be fired for poor performance.Institutional investors view repricing as a symptom of managerial entrenchment caused by ineffective corporate governance and routinely use their voting power to block repricing proposals. They are opposed to repricing because each new share granted to employees dilutes the control and returns of existing stockholders.Board of directors of repricing firms defend the practice by arguing that options far out-of-money are devoid of any motivational power, and repricing can restore managerial incentives. Another explanation, prevalent in Silicon Valley, is that repricing is necessary to retain talented employees who would be otherwise lured by rival firms. These firms grant employees stock options to conserve cash and viewrepricing as necessary to preserve their most valuable asset –human capital. An implicit assumption is that retaining these executives is essential to business survival and improved firm performance.SuggestionsTheoretical literature suggests that repricing can be an effective antidote to the problems of low employee morale and high turnover especially in firms where intellectual capital is the most important asset. However, due to weaknesses in corporate governance and dysfunctional incentives under the current regulatory regime, repricing has lost its purpose and resulted in undesirable outcomes. To mitigate the side-effects of repricing, we offer the following suggestions: (1) educate public about the true economic costs of stock options, (2) promote regulatory changes, (3) strengthen corporate governance, and (4) revise CEO compensation plans.1. Educate public about the true economic costs of stock optionsMany corporate boards perceive repricing as a low cost option because repricing does not require companies to record an accounting charge and there is no cash outflow. The only cost is equity dilution when options are exercised. The dilution effect can be easily offset by share repurchases. It is little wonder that the boards tend to reprice when stock prices fall.Some politicians have repeatedly made statements that employee stock options have no value if the strike price is equal to the market price on the grant date. Their statements reflect either a tremendous lack of knowledge about accounting or considerable intent to deceive. Yet, the claim that stock options have no value at the grant date seems to be widely held both within the business community and the general public.Ex ante economic cost of an option is the amount of money an outside investor would pay if the company decides to sell such options rather than giving them to executives. Ex post economic cost of the option is the difference between strike price and the market price on the date options are exercised. Accounting and finance academics can play a useful role in educating executives, directors, politicians, and the general public about the true economic costs of options. They can help corporateboards, human resource managers, and executives understand how option valuation formulas such as Black-Scholes or Binomial models work so that those involved in designing the compensation mix realize that both stock option grants and repricing existing options are costly to the company. An increase in the awareness about the true economic costs of options will also exert pressure on policy makers to change the accounting or tax regulations to make such costs explicit and ensure that repricing firms bear these costs.2. Promote regulatory changesTwo most critical regulatory reforms needed are (1) to ensure that the cost of options is recognized explicitly in the financial statements, and (2) that there is symmetry between accounting and tax treatments. Financial economists agree that stock options are costly. In a recent testimony to U.S. Senate Finance Committee, Federal Reserve Bank Chairman Alan Greenspan described the severe market distortions from not showing the cost of options in financial statements. In the same hearings, Nobel Laureate Professor Joseph Stiglitz talked about the misinformation in the markets and advocated that stock option costs be recognized as an expense since reasonable estimates of values are available. When options are exercised in the future, the actual cost, which is the difference between the market price and exercise price, can be determined and any discrepancy between the estimated cost at the time of grant and actual costs can be adjusted against income. If the options are not exercised, the estimated stock option cost can be reversed. This will discourage the counterproductive behavior of giving out excess options as if they were free and encourage companies to provide executives with the right kind of incentives such as the theoretically superior indexed-options.The distinction between fixed and variable price options is absurd and so is the perpetuation of repricing by the “six and one” tactic allowed under I44. Changes in the tax code are also needed to ensure symmetry between accounting and tax treatments. Specifically, if companies deduct NQOs from taxable income, they should also be required to charge it against reported income.3. Strengthen corporate governanceOne obvious way to curb abusive repricing is to strengthen corporate governance. In principle, it involves implementing the model of separation of duties. Based on the discussion , some of the action steps that can be taken are: (1) appoint a non-executive director as chairman of board, (2) appoint outside and independent directors on board compensation committees, (3) seek shareholder approval for any repricing, (4) encourage institutional ownership or block ownership to monitor manager’s decisions on a continuing basis.4. Revise CEO compensation plansEven though routine repricing has become more painful under the new accounting rule, the continuing slide in stock market requires that boards respond with appropriate compensation tools. We recommend the following changes in compensation plan to retain and motivate key employees.Increase equity grants. If making managers owners aligns their incentives with stockholders and mitigates agency problems, firms can grant stocks rather than options to CEOs to achieve the same purpose. A steep decline in stock price can make options go underwater. Since top managers place little value on such options, they do not provide much incentive to them (Halland Murphy, 2000). On the other hand, stocks continue to be valuable even in down market. Moreover, whereas stock options enable managers to benefit alongside stockholders in up markets, while avoiding the wealth loss in down markets, equity ownership ties managers’ fortune with stockholders in both up and down markets. Therefore, granting stocks seems to be a better alternative than granting stock options.Index stock options. One important drawback of traditional fixed-price options is that the executive is punished (rewarded) when stock price declines (rises) due to exogenous market or industry factors. This violates an important doctrine of contracting theory that managers should be shielded from the uncertainty generated by factors outside their control. Repricing makes it worse because it weakens incentives to increase stock price while strengthening the incentives to increase volatility.Index options can be used to mute the undesirable effects of fixed-price optionplans while preserving the incentives to increase shareholder wealth. This is achieved by replacing the fixed strike price with a moving benchmark, typically an industry or market index. Index options pay off only if the firm’s stock price exceeds the benchmark. They can still result in a positive payoff even when fixed-price options go underwater in a bear market. Thus, the use of index options renders repricing unnecessary. Conversely, index options can have zero pay off if the stock price increases solely due to market factors. This would address the popular criticism that options unfairly reward executives in a bull market (Business Week, April 20, 1998). Theoretically, by filtering out the performance of benchmark, index options provide more efficient incentive contracts. Executives are insured against common uncertainties outside their control. Therefore they demand lower risk premium and the firm saves on compensation costs.Johnson and Tian (2000a, b) analytically compare five variations of traditional fixed stock options, all of which have been used in practice: performance options, premium options, purchased options, reload options and indexed options. They find that compared to all other options, indexed options have a higher incentive intensity (measured by the sensitivity of option pay-off to stock price movements) and encourage risk- averse executives to take on risky projects. They have a low sensitivity to time to expiration. Since an important purpose of granting options is to reward managers for actions that do not translate into increase in firm value in the near future, indexed-options enable firms to write longer-maturity options without increasing compensation. The only drawback of indexed options is that compared to fixed-price options, they have a much lower probability of finishing in the money, and a corresponding lower value to the executive. Therefore, if a firm wants to substitute traditional options, it has to issue a larger number of indexed-options to preserve the existing compensation level.The idea of indexed options is not new. As far back as seven years, Akhigbe et al. (1996) advocated use of indexed options. Although some companies like Level 3, a telecom company, have used them, indexed options are not used widely despite their overwhelming theoretical superiority. One deterrent is current accounting rules thatrequire variable accounting for stock options, which forces companies to expense changes in their value each quarter and face the prospect of increased earnings volatility.Reprice value-for-value. Simply lowering the strike price of existing options to the prevailing market price substantially increases the probability of finishing in-the-money and hence the value of options. The result is a windfall gain to the executive who perhaps ought to be fired for poor performance. An alternative is to cancel old options and replace them with fewer options of lower strike price and/or shorter maturity so such that the value of new options equals the value of cancelled options. Compensation consultants call it value-for value repricing. From the shareholders’ perspective, this does not involve any cost because total compensation is unchanged. Hall and Murphy (2000) show that a risk-averse undiversified executive will prefer a small number of options with a lower strike price than a large number of options with a higher strike price. Thus, the value-for-value exchange is still beneficial to the manager and helps restores incentives effects without any cost to shareholders. Lonestar, Cylink, Sunbeam, and Cendant are some of the companies that have taken a lead in value-for-value repricings.ConclusionA rigorous look at the current repricing practices leads us to believe that it is more of a windfall gain to executives of poorly performing firms than a reincentivization mechanism aimed at retaining and motivating key managerial talent as suggested in the theoretical literature. Weaknesses in the corporate governance structure, lax accounting regulations, and loopholes in tax laws enable executives to reprice options to favorably influence their own pay packages, and they do so in a way that camouflages their real motives. The result is a substantial wealth transfer from shareholders to managers.There is no question in our minds that current accounting and tax rules are the driving force behind the grant of mega-size options and the wave of repricings witnessed in the last decade. The fiction that fixed-price options have no cost for GAAP financial statements, even though they form a central feature of executivecompensation plans, should end. It is simply incredible that the same companies that say that no reasonable estimate of option value is available for financial statements turn around and show their cost as an expense in tax returns. The continued use of fixed at-the-money options when potentially superior alternatives such as performance-based or indexed options are available and the gaming of accounting system by the “six and one” repricing programs even though they weaken managerial motivation and provide perverse incentives to reduce stock price, result in potentially suboptimal compensation programs.Source: Avinash Arya, Huey-Lian Sun .2004.“Stock Option Repricing: Heads I Win, Tails You Lose”. Journal of Business Ethics.50.pp.297-312.译文：股票期权重新定价：正面我赢，反面你输简介在大多数上市公司，股票期权已占据了经理层薪酬中的大部分，它作为一种约束高管与股东经济利益的方式，深受公司青睐。
上市公司股权激励问题研究——外文翻译
原文：Listed Companies Incentive Research1、Overview of equity incentive1.1 The definition of equity incentiveEquity incentive is obtained in the form of company shares by operators to give business owners a certain economic rights, enabling them to participate in corporate decision-making capacity as shareholders ﹑risk, profit-sharing, so that due diligence services for the company's long-term development of an incentive method .1.2 The role of incentive stock options1.2.1 The incentivesSo be excited owned a minority share of enterprises with equity this link will be excited with the interests of those companies closely tied together, to achieve long-term incentive for operators to enable them to actively and consciously in accordance with established enterprise requires that the target in order to achieve corporate interests and maximize the interests of shareholders and work hard, releasing the potential value of their human capital, improve capital operational efficiency, increase productivity, enhance cohesion and minimize monitoring costs. 1.2.2 Confinement effectConstraints role is mainly manifested in two aspects, one is excited because the owner has been formed by "a prosperity, a loss for both sides," the interests of the community, if the operators do not work hard or because of other reasons, to the detriment of the interests of enterprises, such as the emergence losses, the operators jointly with other shareholders share the same loss of business; the second is through a number of constraints (such as restricted stock) so that those who can not lightly be excited to leave --- if they are excited by leaving before the contract expires, it will lost a small fortune vested economic interests. 3. Stability and winSince the equity incentive tools for incentive target vesting conditions are included with limited service period, it can not easily leave. Especially for executives and technology backbone, the backbone of sales and other "key employees" equity incentive efforts tend to be larger, so the equity incentive for stability "key employees" role is relatively obvious. Enterprises and employees to achieve a long-term stable cooperation, combining to form a community of interests and win-win for individuals and businesses.2、The problem and cause analysis of listed companies equity incentive2.1 A listed company equity incentive Problems2.1.1 The implementation of restricted stock incentiveFrom December 20, 2007 start of the second batch of incentive, a total of 26 listed companies announced equity incentive plan, as of the end of 2008 all 26 company's share price fell below the exercise price. But unlike 2008, in 2009 only two companies to cancel and deny the equity incentive plan. 2008 between a high proportion of the company proposed a termination causes the implementation of restricted stock incentive plan, mapping out from the other side, there are some issues of equity incentive implementation process inevitable.2.1.2 Assessment of equity incentive target singleFound from the table below, the vast majority of listed companies is currently the object of the assessment is based on incentive-based accounting indicators, and most of the company adopted the 2-3 financial indicators, ie mainly in the net profit growth, return on net assets was the main indicators. Presence resign cash incentive target behavior. Along with executives of listed companies is a large number of equity incentive boom executives to resign cash. 2007 Annual Report of the shares of three flowers disclosures show that in March 2006 the resignation of a former vice president of the company, two directors, 2007 were reduced holdings of shares held by all three spent 88.83 million shares and 50.10 million shares; the company's former chairmanin April 2007 resigned as chairman and director, 5,650,000 shares of its order, "senior shares" form has been automatically locked unlocked in the November 9, 2007, to obtain tradable. Although executives of listed companies can not assert that the main reason for the resignation is to cash in, but does have a large number of shares of a listed company but does not have a controlling interest motives executives exhibited strong cash holdings worth alert.2.2 Equity Incentive Cause Analysis of Listed Companies2.2.1 The stock option exercise price is set improperly influence the incentive effectStock option plan can achieve the incentive for operators as well as the degree of excitation depends on the development of the exercise price, the exercise price and the right line again equity incentive is based on the company's stock price. When the market effectively, operators work hard to enable enterprises to enhance the performance, stock prices can reflect this change, the operator will be able to profit through the exercise of stock options and therefore be able to achieve excitation function. If the market is not valid, the stock prices on the operator's operatingperformance and business value is not sensitive to reflect or even negative changes in the stock price depends not only on factors that efforts managers themselves, macroeconomic, industry and other effects on stock prices are very large, which there may be significant variation in the development of the exercise price, the operator may operate through efforts to improve the performance of the company, after rising corporate value, while the stock price has not fully reflected, which would harm the interests of the operator's option dampen their enthusiasm. Therefore, the price should be set at Excluding the impact of stock option system factors, overall economic fluctuations during dynamic exercise price is determined, enhance the effectiveness of incentive stock options.2.2.2. The enterprise performance evaluation system is imperfectCurrently launched equity incentive program, the factors considered by the operator performance evaluation is not comprehensive, focused primarily on the evaluation of financial performance (using only the financial indicators), indicator is relatively simple, almost are ROE and net profit growth for the evaluation. Financial evaluation reflect only the results do not reflect the process will result in an excessive focus on the history of corporate management, and the lack of future performance prediction, one-sided pursuit of profitability temporarily obtain and maintain short-term financial results, contributing to its quick success and short-term speculative behavior . So that investors can not fully understand the business situation is not conducive to optimal allocation of capital, partly the result of excessive focus on financial performance of the enterprise, while ignoring relevant matters affecting the long-term development of enterprises. Therefore, in the assessment and evaluation of incentive targets should also be added to the non-financial indicators.2.2.3 Equity Incentive mechanism is not perfectInternal governance structure of listed companies is a bit confusing, ownership of the property rights system resulting in the absence of confusion, a lot of executive directors of listed companies to participate in the decision-making of the Remuneration Committee, the Chairman of the Remuneration Committee led by the chairman or part-time parent, that the development of Executive Incentive Plan members of the "remuneration Committee" overlap with senior executives enjoy incentives, in essence, become his own incentive to develop their own standards.Makers with the incentive target equity incentive plan no separation, coupled with the lack of effective supervision of shareholders, resulting in a lower equityincentive threshold, executives were generally enjoy the incentive, equity incentive becomes a disguised equity dividends. In the design of the exit mechanism and associated restrictions on the more relaxed, equity incentive shorter validity period, executives in the short term will be able to get a lot of benefits through exercise, a phenomenon with a long-term equity incentives contrary, so China's listed companies equity incentive plan for internal constraints useless.3、The shares of listed companies the incentive problem solving strategies3.1 Improve the corporate governance structureCorporate governance is imperfect, the introduction of equity incentive under "internal control", the operators set their own salary for a given situation stocks, damage to the company and shareholders interests inevitable. Sound corporate governance structure of listed companies is an important basis for the healthy operation of the system, but also the role of equity incentives necessary condition for the establishment of an independent director system, supervisory board on major issues of personnel, payroll, and other strategic decisions of legality, impartiality, independence; set up a board system to ensure that the overall interests of the internal corporate governance-related decision-making level, the Board of Directors for the company, but also to ensure the supervision of the management of the Executive Board of the effectiveness of decision-making and more; the establishment of internal control system, the business activities of the enterprise to effectively control ; set up an audit committee system of internal financial operation mechanism effectively regulated. In order to avoid the Supervisory Board and board personnel due to the long "run" so that constraint failure, the Board of Supervisors should adopt the rotation system, every three years or five years to conduct a personnel adjustments. 3.2 Improve the independent director systemChina's listed companies are hired basically independent directors of listed company's internal business play a supervisory role, but the time of the introduction of the independent director system is short, various ancillary systems and the external environment is not perfect, to a certain extent, restricted its full play. Many companies are major shareholders or management proposed by the independent director candidates to the Board, on behalf of the board of directors nominated again, this mechanism is difficult to guarantee the nomination of independent directors independent of the major shareholders and management, independent directors individual independence and the independence of the whole affected, resulting inweakening of the board control. There are a lot of independent directors lack experience in corporate management, are not familiar with the operation of the enterprise, it is difficult to assume the important task of supervising the business operation, but also for a variety of considerations listed companies, try not to provide less detrimental to the company's offer information, even deliberately not notified of independent directors to attend board meetings, causing the independent directors can not get enough information, resulting in right of independent directors is difficult to be assured that it is difficult to play its role.3.3 The implementation of the concept of corporate culture Incentive3.3.1 Shaping corporate culture inspired by the spirit.Corporate culture is the sum of the spirit of enterprise culture, institutional culture and material culture, is suitable for the characteristics of the philosophy of the organization long-term business development process gradually, due to the excellent corporate employees can bring a strong sense of belonging, pride and positive mental state, so the corporate culture has become an important means of shaping contemporary entrepreneurship incentives. After the employee into the enterprise, regular staff training enterprise value, philosophy and often organized team activities within the enterprise, enhance the sense of honor, so that employees truly appreciate the individual and the collective community formation, so that employees have the power to dedicate to companies contribute their abilities.3.3.2 The use of corporate contributions to enhance their sense of belonging value methodEnhance their sense of belonging to the cumulative contribution value by establishing enterprise employees archives way, every employee will be set into the enterprise's contribution to the value of their corporate archives, unified management by the Ministry of Personnel. Companies must have a complete evaluation system, the basic idea is the contribution of staff of the enterprise value divided by the cumulative contribution reflects the value of the contribution of each one into a value.In the scoring system set up team points and individual points system, the two do not conflict, you can repeat accumulate. Each workshop or department can become a team, business has a corresponding assessment indicators for each team, each team has a minimum monthly for 10 points, that overall absenteeism rate within the normal range can be obtained; financial performance, if the team can complete the task month plus 50 percentage points higher than the target will be reflected in the extra points,for example, if the target production workshop this month 100 products and defective rate below 2%, the actual completion of 200 products and defective rate below 2%, the month everyone on the team will add points 50 + 50 ×(200- 100) / 100 = 100.End of each year for accounting and personnel departments and various departments each year for contributions to the value of the enterprise, while the cumulative contribution value is calculated according to the level of contribution to the value determined when the companies named a number of excellent staff and excellent team of the year, due to the nature of each department, employee the number of different factors such as the proportion of outstanding employees have assigned different personnel department needs to be weighed carefully. Excellent staff and excellent team for the annual contribution to the value of the bonus points there, while accompanied by material incentives (such as cash incentives, equity incentives, etc.译文：题目：上市公司股权激励问题研究一、股权激励概述(一)股权激励的定义股权激励是通过经营者获得公司股权形式给予企业经营者一定的经济权利，使他们能够以股东的身份参与企业决策﹑承担风险、分享利润，从而勤勉尽责地为公司长期发展服务的一种激励方法。
上市公司经营业绩与盈余管理【外文翻译】
外文翻译原文Post-IPO Operating Performance and Earnings ManagementMaterial Source: International Business Research Author:Nurwati A. Ahmad-ZalukiThe present study investigates the operating performance and the existence of earnings management for a sample of 254 Malaysian IPO companies over the period 1990-2000. Using accrual-based measure of operating performance, this study finds strong evidence of declining performance in the IPO year and up to three years following IPOs relative to the pre-IPO period. This finding is consistent with the results of prior studies documenting the long run underperformance of IPO companies. The results also confirm that the decline in post-IPO operating performance is due to the existence of earnings manipulation by the IPO manager at the time of going public.Existing international studies of initial public offering (IPO) companies find that operating performance had declined in the post-IPO period. The majority of prior studies are based on the accrual measure of accounting profits which are potentially subject to accounting manipulation by managers, for example through working capital adjustments. The most recent study of operating performance of Malaysian IPO companies was undertaken by Ahmad and Lim using a sample of 162 IPO companies during the period 1996 to 2000. Using the accrual-based operating performance measure, they found that there was a significant decline in the operating performance after the companies went public. They also found that only company size and pre-IPO profitability have significant influences on the post-IPO operating performance. Due to the fact that the Malaysian economy suffered an economic crisis in 1997 and 1998, with most companies suffering a decline in profitability (Note 1), the present study addresses the earnings management issue and re-examines the robustness of existing Malaysian evidence by using a larger sample (254 companies) and a longer time period (1990-2000). First, it investigates long run operating performance in a developing market whereasmost prior research had focused on developed markets. Second, it extends prior operating performance literature by investigating the existence of earnings management at the time of the IPO. This will enable the assessment as to whether the post-IPO performance is potentially related to the reversal of pre-IPO accruals. Third, in addition to the post-IPO vs. pre-IPO comparison made in prior studies to discover whether there is a change in operating performance following IPOs, the timing of changes in performance is also identified by comparing year-to-year performance. Finally, the sample is large and incorporates both private IPOs and privatization IPOs, so it is more likely to be representative of the population of IPOs in the Malaysian market. (Note 2) In addition, a longer time period for the sample is used; therefore the results are not time period or crisis event specific. The results provide evidence of deterioration in operating performance of IPO companies relative to matching companies following IPOs. Further investigation shows that earnings management exists at the time of IPOs.In general, most of these studies find poor operating performance in the post-IPO period. The first study that examines the operating performance of IPO companies is undertaken by Jain and Kini (1994). They analyses the change in operating performance of 682 IPO companies in the US for the period 1976 to 1988. They find a significant decline in both operating performance measures for a period of three to five years subsequent to the IPO relative to the one-year pre-IPO level performance, both before and after industry adjustment. They argue that the declining operating performance in the post-IPO period cannot be attributed to a decline in business activity such as lack of growth in sales or cutbacks in post-IPO capital expenditure. This is because they also find that their sample of IPO companies displayed strong growth in sales and capital expenditure following the IPOs. Similar results are also found by Chan et al. (2003) for Chinese IPO companies. Theo et al. (1998), while mainly focusing on earnings management and long run share price performance in the US, also provide evidence on the time-series distribution of accounting performance. They find that the median return on assets is significantly positive in year 0 but then declines, to be significantly negative, by year four. The observed decline in the operating performance of IPO companies in general may not be too surprising. As pointed out by Jain and Kini (1994), managers may time their issues to follow periods of extraordinarily good performance. Investors may be overly optimistic about their companies' future performance based on the performance observed at the time of the IPO. Managers take advantage of thisovervaluation by issuing equity when their equity is ‘overvalued’, thereby reducing their overall cost of equity. As a result of the ‘over optimism’ hypothesis, Jain and Kini (1994) argue that IPOs are followed by significant declines in operating performance. The earnings management hypothesis also suggests a potential explanation for poor post-IPO performance. According to this hypothesis, investors may overvalue new issues because of misinterpreted high earnings reported at the time of offerings, and that they fail to realise that the earnings management symbolises a transitory increase in earnings (Theo et al., 1998). Therefore, investors are likely to be disappointed by the declining post-IPO operating performance and adjust their valuation downwards, which in turn causes the poor stock market performance.Data were collected from various sources. Pre-IPO data were hand-collected from the offering prospectuses. The data were then cross-checked with the first published annual reports of the newly-listed companies which show comparative figures for the pre-IPO year and IPO year (immediately before and after listing). Post-IPO data were collected from different sources including DataStream, the Pacific-Basin Capital Markets database, and the annual reports of the companies obtained from the Bursa Malaysia website at .my and the Public Information Centre of Bursa Malaysia.Various measures of operating performance are used to check the robustness of the results, using the accrual-based accounting profit approach: operating income on operating assets and operating income on sales.The operating income variables are all measured before taxes to avoid the effect of tax rate changes imposed by the Malaysian government during the period of analysis.The choice of the denominator is contentious.Barber and Lyon suggest that total assets reflect both operating and non-operating assets, so may understate the true productivity of operating assets. The market value of assets is not used because market value data for IPO companies are not available prior to going public. Companies that have recently issued securities can experience a large increase in the book value of assets, but no immediate increase in operating profit or cash flows.The present study also predicts that managers are most likely to positively manipulate earnings at the time of IPOs in order to increase their offering proceeds and maintain a high market price after IPOs. Following Theo et al, (1998), among others, earnings management is measured using discretionary accruals. As argued by Duchamp et al. (2001), ‘accruals not only reflect the choice of accounting methodsbut also the effect of recognition timing for revenues and expenses, asset write-downs, and changes in accounting estima tes’ (p.376). Since managers have more discretion over. Short term than over long term accruals (Theo et al., 1998); this paper employs discretionary current accruals (DCA) to proxy for earnings management, as also used by Roosenboom et al. (2003) and Duchamp et al.This paper is the first detailed, large sample study of the long run operating performance and earnings management of Malaysian IPO companies, and covers the period 1990 to 2000. The main results of this study can be summarized as follows. First, comparison of pre- and post IPO accounting-based operating performance in terms of levels and changes provides some interesting findings. There is moderate evidence supporting the view that the average IPO Company in Malaysia underperforms seasoned companies over the three year post-IPO period. However, there is strong evidence of declining performance in the IPO year and up to three years following the IPO. The year-to-year analysis reveals that the decline in performance is greatest in the year immediately following the IPO. This finding is consistent with the results of prior studies documenting the long run underperformance of IPOs. The results also confirm that the deterioration in the post-IPO operating performance is due to earnings management by IPO managers at the time of going public.译文上市公司经营业绩与盈余管理资料来源: 国际商务研究作者：Nurwati A. Ahmad-Zaluki 本次调查研究是以1990-2000年马来西亚245家IPO公司为样本，进行了盈余管理的实证研究。
上市公司高管股权激励外文文献翻译
文献出处：Wayne Guay. "The study of executive equity incentive in listed company." Journal of accounting and economics (2015): 151-184.原文The study of executive equity incentive in listed companyWayne GuayAbstractEquity incentive system in the 50 s last century, which mainly focuses on the background of solution for the benefits of principal-agent conflict, it is the fundamental starting point will be unified management and shareholder interests, incentive management pay more attention to the long-term development of the enterprise, reduce its short-term behavior. Company executive’s equity incentive core goal is to solve the objective function between executives and shareholders of listed companies, the contradiction of principal-agent promote benefit community formed between company executives and shareholders, motivate executives to create more value for shareholders and society. Its biggest advantage is that in stock appreciation of spreads as the remuneration of senior management personnel will serve as a representative of the interests of the senior managers of a company's value increasing function, promote the consistency of the operators and shareholders realize channel. In recent years, the equity incentive management's opportunistic behavior such as negative effect, gradually attention by regulators, theory and practice.Keywords: the listed company, incentive mechanism, equity incentive, senior executivesIntroductionCan know from the most basic economic man hypothesis of economics, management is not natural to carry out their duties diligently and there is no greed, they satisfy the pursuit of personal interests, the main purpose of their work is to obtain the economic remuneration; At the same time they hold positions of powerholds the important power, resources and information, so it's possible self-interest behavior to harm the interests of investors. Especially as the separation of the ownership of a modern corporate control and the management members became the "actual controller" of the company, and ownership of the owner of the large shareholders to members of the company's management for effective supervision, this gives the management using the master control of the implementation of opportunism behavior of the space.Equity incentive is to point to in the business operators, the core staff by contract, on the basis of management and implement the responsibility system for assets, by giving the business operators, the core employee shares and options such as corporate equity share, make it to the identity of the shareholders in the corporate decision-making, share the profits and risks. Equity incentive mechanism to make enterprises senior talents of individual interests and overall interests closely relates in together, is a kind of effective incentives to reduce agency costs. In mature markets such as Europe and the United States, equity incentive is regarded as the important ways to solve the modern enterprise to entrust an agency relationship, and promote the company executives and shareholders is the effective means to form a community of interests.Literature ReviewHolmstrom (1979) 2 think, if the company's shareholders to observe, identify the operator's operation and management activities, and the corresponding business performance, then pay a fixed salary and to punish the operator's default behavior way, can ensure that the operator work hard, for the correct operation and management decision-making, create the biggest value for shareholders. However, due to the separation of ownership and control of modern company system has characteristics of agency problem between shareholders and managers, in general, shareholders cannot supervise operator's action, also don't know whether the operator's effort level is optimal.Jensen and Meckling (1976), the study found that enterprise's performance as a company manager increase with the increase of the stake.Mehran (1995) for themanufacturing enterprises of 1979 and 1980 in the United States after data for empirical research Gui that managers' shareholding is significant positive correlation with corporate performance.Morck Shleifer and Vishny (1988) argues that management group interest convergence and defense of these two effects.Interest convergence, refers to the company's market value and is closely relative to the number of managers' shareholding; Defense effect, refers to when managers shareholding reaches a certain range, the company's market value is negative correlation with the number of managers' shareholding. Therefore, when the proportion of enterprise management changes, the interests of the convergence and defense of these two kinds of effect, thus determines the volatility of the enterprise value changes.McConnell and Serves (1990) 'in the extension Morck Shleifer and Vishny (1988), on the basis of research Gui, examine the managers shareholding and institutional investors holding its influence on the value of the company. They found that the value of the company and managers shareholding inverted U type nonlinear relationship, critical stake is about 40 to 50%.Hemalin and Weishach (1991), the study found that when the managers' shareholding ratio from 0% to 1%, 1% and 5%, 5% to 20% and 5% more than four interval, the company's performance is negatively related to the ownership respectively were positively correlated, and the change trend of positive correlation, negative correlation. In addition, Mr Singh and Davidson (2003). Research has shown that, in the listed companies in the United States, managers shareholding can better put the interests of managers and shareholders together, reduces the agency cost of administrators.The implementation of the senior executive’s equity incentive process Most composed of independent directors of equity incentive commission rules of procedure by the shareholders' meeting, and led by the board of directors of the company. The comprehensive implementation of the committee responsible for planning and design and implementation of equity incentive plans make written rules. The committee shall have the right to decide the annual equity incentive beneficiary, given amount, given time, when emergencies to explain of equity incentive plan, andto pany in accordance with the relevant laws and regulations of the state, according to the actual situation of the company stock source, equity incentive plan.Reasonable choice reserved shares, issuing new shares, stock repurchase (2), or by the original big shareholders transfer part of equity for equity incentive plan and way of solving the stock sources.Senior executives often is the main awarded equity incentive and incentive object.In the early stages of the development of equity incentive, the beneficiary of the equity incentive is mainly enterprise executives, the executives get the benefits of equity incentive, and brought benefits to the company.Equity incentive of the other type of object is the company's directors, including employees, directors and non-employee directors.But the director given equity incentive in number is far lower than the CEO.At present, the international big company equity incentive plan to object has a rising trend, from the original award CEO a few key positions, such as development so far, including senior managers, directors, middle managers, the tech sector, and even ordinary employees, foreign experts, consultants, or lawyers participation main body diversification.The number of equity incentive granted by the stock value, the total number of equity, the relevant laws and regulations, wage ratio, position, years of work and other personal factors and the influence of such factors as the company's performance.There are three kinds of international determine the number of options granted methods: one is according to the desired goals determine the amount of equity;Second, using the empirical formula by calculating the value of equity retracing equity.In granting equity incentive grant agreement should illustrate the validity of corresponding equity incentive.Equity incentive will be implemented in this period, this period is also known as equity life span.The validity of the stock option for stock options commonly discussion after signed a book of 10 years, the force will remain open for 3 一5 years.Be motivating if super power not valid for line power, will be deemed abandoned automatically equity incentive.Equity incentive holder line right after the press line right enjoys the dividend income shares.Due to the different tax law, in view of the executive authority of the proceeds of the stock yield whether to pay tax and tax rates, depending on the specific provisions of the tax law countries.Conformto the legal equity of income can pay tax at a reduced rate on capital gains tax, enjoy the preferential tax.Equity incentive may be due to the failure of the equity incentive plan, the authorized person and company terminates, the employment relationship between licensor due to various personal reasons can't exercise suspended or cancelled.Because each are not identical, the termination of the equity incentive approach also have very big difference.Executives, for example, in the office during the period of death, then the stock options can be used as a heritage to the heir hands;Senior executives to resign, or fired, companies tend to cancel all executives equity incentive;Did not get a right or has not done, to be given the right of equity incentive will failure due to senior executives quit and so on.SuggestionOn equity incentive mode in our country, the problems and obstacles, this paper argues that, from the following several aspects to pave the way for the implementation of equity incentive.Set up perfect and effective managers market.Professional, high-quality team of professional managers to promote healthy development of the enterprise management upgrade and plays an important role.Mature, manager of the talent market is the necessary condition of manager selection mechanism and qualified company manager is the focus of the incentive equity incentive system object.Manager market equity incentive, usually first professional manager market opposite the equity incentive, but in our country has not yet set up professional manager market.To ensure the healthy development of the equity incentive, you must set up professional manager market as soon as possible.Managers resource configuration, only through market to play its best utility, mature, manager of the talent market to give managers a reasonable market price, so as to solve problems such as management personnel to fold.To establish scientific performance appraisal system.Any one don't combine with performance of equity incentive plan is invalid, all kinds of business operators how to determine the performance appraisal system, specific how to calculate, how linked to motivation and a series of problems to be further discussed.Scientific performance evaluation standards for the implementation of equity incentive mechanism to providea measurement scale.First of all, should have an objective and fair performance evaluation standard and operational characteristics.Second, determine the content of evaluation index system should include, namely company performance which is created by an operator, such as enterprise profit growth, return on equity, asset value, debt paying ability and so on.Again, the comprehensive evaluation of the performance of the enterprise operator, in addition to consider financial indicators, but also non-financial indicators, for example, the degree of professional executives, employee's satisfaction and recognition in the company executives, etc should be included in the evaluation index system.Finally, you need to independent and impartial intermediary companies to participate, build a set of more scientific and perfect performance evaluation system, to objectively evaluate the operating performance, record companies.Perfect the corporate governance structure.The governance structure of listed companies is the microeconomic foundation equity incentive, and in the development of capital market in our country appear all sorts of problems and contradictions are pointing to the corporate governance is the most basic, also is the core part.The corporate governance structure including the incentive mechanism, constraint mechanism and operator selection mechanism, a complete system.The modern corporate governance is not only that the distribution of control and supervision, more important is the distribution of residual claims and residual control.The essence of the equity incentive is to make the company executives have some residual claims and the corresponding risk.Sound corporate governance structure, ensures that managers work get reasonable compensation, but also can prevent the short-term behavior of managers, truly protect both managers a reasonable income, and protect the interests of the principal.Scientific and reasonable to determine the equity incentive scheme.For executives of listed companies equity incentive, must hold good degrees, neither lack of incentives, also cannot too much incentive.Inadequate incentives to lead to the short-term behavior of enterprise management, is not conducive to the long-term development of the enterprise, incentive will damage the rights and interests of theowner.In the process of equity incentive plan formulation, it must be reasonable for the number of equity incentive, by reference to determine incentives, such as scientific theory of option pricing revenue model.Estimate the value of options, and long-term performance, with the enterprise implement stock option, the unification of the profits, owners' equity ing scientific method to the equity incentive plan is helpful to prevent malicious hype and abnormal fluctuations impact on equity incentive.译文上市公司高管股权激励研究Wayne Guay摘要股权激励制度于上个世纪五十年代出现，其产生的背景主要是着眼于解决因委托代理带来的利益矛盾,它的根本出发点在于将管理层与股东利益统一,激励管理层更加关注企业的长远发展,减少其短期行为。
股权激励外文翻译(可编辑)
股权激励外文翻译（可编辑）股权激励外文翻译外文翻译原文EQUITY BASED INCENTIVESMaterial Source: Society Professionals Author: Richard DStock Incentive System SIS, is a system a company adopts to incent managers or ordinary employees. In this system, to incent managers or ordinary employees, a company will make them become stockowners by assigning a sum of stocks or stock options to them. Stock Incentive System Research on Outstanding Achievement, is a research base on the existing Stock Incentive System. This research emphasizes on analyzing the pertinency between system structure and outstanding achievement. By doing the research, the author tried to set up a pertinence relation between practicing SIS and carrying out outstanding achievement to enhance the efficiency of a Stock Incentive System. In this thesis, the research is focused on the problems of outstanding achievement deviation, capital resource for buying options or stocks, and short sight of managers. A lot of data and cases have been adopted to find out the bugs from the existing SIS and set up a new model to enhance the efficiencyof the SIS. In this thesis, the author demonstrates the following ideas.1. For the weakpertinence between stock price and outstanding achievement under the circumstance of the capital market, it is strongly recommended that the stocks from SIS not come into the market, or it will be inefficient for incenting managers, further more, it may cause risks of deceiving to incent market prices, which will ruin the company and share holders utmostly. Then how to price the incentive stocks, and how can the stocks be encashed? In chapter two, a pricing model of EVA has been set up to answer the questions. In this model, there is linearity pertinence between the stock price and EVA. While priced by this model, the increment of stocks get an only resource of outstanding achievement made by managers, which will incent managers to work hard to increase stock price. In this model, we can also find out that the capital resource for stock encashment is exercise capital and EVA. 2.An favorable exercise capital resource may be built up on capital bonus, which will enhance the efficient of SIS by forming a benign incentive circle system. This system is named Capital Bonus Exercising System. Since the capital bonus is the only resource for exercise, and we know that managers’ outstanding achievement is the only resource for capital bonus, more outstanding achievement cause more bonus, more bonus cause faster and bigger amount exercise, more exercise cause bigger share hold for managers, and bigger share hold will cause more income, which will incent managers to work harder, then a benign incentive circle system is formed. 3. Since an SIS is used to get a long-termincenting, the managers’ stock holding period must be quite long, anda rule of exercising and encashing batch by batch must be prescribed. Firstly, the holding period must be quite long to realize long-term incentive function of SIS, or it will be not better than a cash bonus. For the incentive function will vanish once encashed, the stock holding term must be set long. Secondly, options or stocks must be exercised or encashed batch by batch in the holding period. Since the managers are with cash-predilection, in the other word, short-term income favoritism, if managers cannot get income before the end of the long term, their short-term income favoritism cannot be fulfilled, and then incentive function of SIS will be weakened. To get a harmony between long-term and short-term incenting, options or stocks must be exercised or encashed batch by batch. Furthermore, this prescription dividing managers stock income into batches will prevent managers from risks of short sight, and then the company can escape from disasters like Enron and WorldCom ever met. This thesis is a pilot study on Stock Incentive System based on outstanding achievement. It insists that practising a Stock Incentive System should be able to incent managers to carry out outstanding achievement and the incentive term should be quite long. And to getthese effects, the key issues are to set up EVA models and built up a balance between short-term and long-term incenting. And most of the author’sefforts are being taken to settle these two issues.The use of equity as a key component of executive compensation is probably the most difficult and controversial issue or manage by the compensation committee of a corporate hoard of directors. In theory, equity-based compensation should drive management to behave in a manner consistent with the wishes of the shareholders. This column focuses onthe three most prevalent equity awards.Nonqualified stock options NSOs are by and large the most commonequity incentive arrangement Executives may buy stock at a specifiedprice grant for a given period of time. Compensation derived from the appreciation in the stock price between the option grant date and the option exercise date is taxed or ordinary income tax rates. NSOs can be exercised in any sequence.There is no taxable income to the executive triggered by the option grant Appreciation from the grate price is taxed at ordinary income tax rates upon exercise. For example, a grant price of $50 and an exercise price of $75 create ordinary income of $25. The company is required to withhold an executive's taxes at exercise. This can be a problem because the exercise of the option itself does not generate cash for the executive. When the executive sells the stock, any future appreciation from the exercise price to the sale price is taxed at capital gain rates.There is no tax deduction for the company as a result of granting an option. The company does receive a tax deduction equal to theexecutive's ordinary income when the option is exercised. There isno impact on the company from any subsequent sale of the stork by the executive.Advantageous to users of nonqualified stock options is the idea that such arrangements are an attempt to align executive interests with shareholder interests. There are no limitations on the amount that may be exercised nonqualified options are less dilutive than incentive stock options and the nonqualified variety offer potential for long term appreciation as the company grows. The disadvantage of a nonqualified arrangement is that executive investment is required at two different intervals-First, to acquire the stock and second, to satisfy the tax liability. Also ,NSOs dilute earnings per share through cowman stack equivalents.There is no charge to corporate earnings unless the option price is variable or is less than 100% of fair market value on the grant date, or unless the company has elected m account for stock options under FASB 123. Where FASB 123 is used, there is a charge to earnings that is calculated based on the estimated fair market value at grant dare using an option pricing mode!Incentive stock options LSOs are option plans that meet the guidelines of IRC Sec. 422. They must be granted to employees with an exercise period not to exceed 10 years. The grant price cannot be for lessthan fair market value at the time that the option is granted, andthe option cannot be transferable. ISOs with an aggregate value of$1 000000 cannot be granted to be first exercisable in any given year.The executive incurs a tax liability only when stack obtainedthrough an ISO is sold, and not when the option is exercised. Thus,gains are treated at capital gain rates, provided the executive does not dispose of the stock until the later of two years from the grant of the option or one year from receipt of the stack. As ordinary income tax rates increase, ISOs become more attractive to executives because thetax is deferred until the stock is sold.The company receives no tax deduction upon exercise, which can make ISOs an expensive equity vehicle to offer from a company point ofview .However, if the company is in a low effective tax bracket, thelack of tax deductibility may still be a fair trade for the benefit provided to the executive.A major ISO advantage is char the executive has control over the timing of the taxable event sale of stock and not exercise of the option. This provides the executive an opportunity to do better long-term tax planning, including the ability to defer income without taxation and possibly pay taxes at the lower capital gains rates. From a company perspective, the main disadvantage of an ISO arrangement is the lack ofa company tax deduction when an executive exercises an ISO. From theexecutive's point of view there are two disadvantages. The first one is the holding period of iS0 shares: the longer of two years from grantor one year from the receipt of the stuck in order to receive capital gains treatment .The second disadvantage is that the executive islimited to being granted ISOs of up to $I 00,000 that are exercisablefor the first time in any given calendar year.Finally, ISOs that have not been exercised are considered common stock equivalents and are factored into the determination of earnings per share, and they can have a dilutive cost impact on the company's earnings per share and balance sheet if the stock price appreciates.Restricted stock is an outright grant of shares to executives. This outright transfer of stock has restrictions as to the sale, transfer and pledging of the granted shares that lapse over a period of time .The restrictions can be for three or five years or for whatever time period is desired by the company. As the restrictions lapse, the executive has an unfettered right to sell, assign, pledge, encumber or do whatever he or she desires with the shares. However, if the executive terminates employment all unvested shares are forfeited. During the restriction period, the executive will receive the dividends on the restricted shares and also be able to vote the shares.To the executive, no individual income tax liability occurs when the restricted stock is granted. As restricted lapse, the current market value of vested shares is taxed as ordinary income. Dividends received during the restriction period or otherwise are taxed as ordinary income.译文股权激励资料来源::金融协会作者:Richard D.股权激励制度,是指企业采取授予管理人员或普通员工在未来一段时间内以某一事先规定的价格购买本公司一定比例股票的权利,或者直接授予管理人员或普通员工本公司一定比例的股权,从而试图达到激励管理人员或普通员工目的的制度选择。
以股权为基础的薪酬管理制度中英文版
特殊待遇 2%
福利 11%
1995
基本工资 33%
奖金计划 28%
长期奖金计划
奖金
1999
27%
27%
福利 10%
特殊待遇 2%
基本工资 28%
长期奖金计划 39%
1平 均收 入 $2B /中 位收 入 $2B 2 C EO, CFO的 平均 数
Hewi tt Asso ci at es
奖金 21%
Financial Reasons for Providing Equity-based Pay 提供以股权为基础薪酬形式的财务因素
❖ Joseph Blasi 1996 study:
Joseph Blasi1996年调查指出:
❖ Significantly higher growth in 10-year average financial performance where employees own more than 5% market value
— 80% of employees at these companies own company stock
这些公司约有80%的员工拥有公司的股票
Long-term Incentive Plan Design 设计长期奖励计划
Overview 概况
股权激励中英文对照外文翻译文献
中英文对照外文翻译文献(文档含英文原文和中文翻译)Investor pricing of CEO equity incentivesAbstractThe main purpose of this paper is to explore CEO compensation in the form of stock and options.The objective of CEO compensation is to better align CEO-shareholder interests by inducing CEOs to make more optimal (albeit risky) investment decisions. However, recent research suggests that these incentives have a significant down-side (i.e., they motivate executives to manipulate reported earnings and lower information quality). Given the conflict between the positive CEO-shareholder incentive alignment effect and the dysfunctional information quality effect, it is an open empirical question whether CEO equity incentives increase firm value. We examine whether CEO equity incentives are priced in the firm-specific ex ante equity risk premium over the 1992–2007 time period. Our analysis controls for two potential structural changes over this time period. The first is the 1995 Delaware Supreme Court ruling which increased protection from takeovers (and decreased risk) for Delaware incorporated firms. The second is the 2002 Sarbanes–Oxley Act which impacted corporate risk taking, equity incentives, and earnings management.Collectively, our findings suggest that CEO equity incentives, despite being associated with lower information quality, increase firm value through a cost of equity capital channel.Keywords：CEO equity incentives，Information quality，Cost of equity capital IntroductionIn this study, we investigate investor pricing of CEO equity incentives for a large sample of US firms over the period 1992–2007.Because incentives embedded in CEO compensation contracts may be expected to influence policy choices at the firm level, our objective is to examine whether CEO equity incentives influence firm value through a cost of equity capital channel.Prior research (e.g., Jensen et al. 2004; Jensen and Murphy 1990) suggests that equity- based compensation, i.e., CEO compensation in the form of stock and options, provides the CEO a powerful inducement to take actions to increase shareholder value (by investing in more risky but positive net present valu-e projects). Put differently, equity incentives are expected to help mitigate agency costs by aligning the interests of the CEO with those of the shareholders, and otherwise help communicate to investors the important idea that the firm’s objective is to maximize shareholder wealth (Hall and Murphy 2003).However, recent research contends that equity incentives also have a perverse or dysfunctional downside. In particular, equity-based compensation makes managers more sensitive to the firm’s stock price, and increases their incentive to manipulate reported earnings—i.e., to create the appearance of meeting or beating earnings benchmarks (such a s analysts’ forecasts)—in an attempt to bolster the stock price and their personal wealth invested in the firm’s stock and options (Bergstresser and Philippon 2006; Burns and Kedia 2006; Cheng and Warfield 2005). Stated in another way, CEO equity incentives can have an adverse effect on the quality of reported accounting information. As noted by Bebchuk and Fried (2003) and Jensen et al. (2004), by promoting perverse financial reporting incentives and lowering the quality of accounting information, equity-based compensation can be a source of, rather than a solution for, the agency problem.Despite these arguments about the putative ill effects of equity incentives, equity-based compensation continues to be a salient component of the total paypackages for CEOs. Still, given the conflict between the positive incentive alignment effect and the dysfunctional effect of lower information quality, it is an open empirical question whether CEO equity incentives increase firm value. To our knowledge, prior research provides mixed evidence on this issue. For example, Mehran (1995) examines 1979–1980 compensation data and finds that equity-based compensation is positively related to the firm’s Tobin’s Q. By contrast, Aboody (1996) examines compensation data for a sample of firms for years 1980 through 1990, and finds a negative correlation between the value of outstanding options and the firm’s share price, suggesting that the dilution effect dominates the options’ incentive alignment effect. Moreover, both these studies are based on dated (i.e., pre-1991) data.In our study, we examine whether CEO equity incentives are related to the firm-specific ex ante equity risk premium, i.e., the excess of the firm’s ex ante cost of equity capital over the risk-free interest rate (a metric discussed by Dhaliwal et al. 2006).Consistent with Core and Guay (2002), we measure CEO equity incentives as the sensitivity of the CEO’s stock and option portfolio to a 1 percent change in the stockprice. Based on a sample of 16,502 firm-year observations over a 16 year period (1992–2007), we find CEO equity incentives to be negatively related to the firm’s ex ante equity risk premium, suggesting that the positive incentive alignment effect dominates the dysfunctional effect of lower information quality. In other analysis, we attempt to control for two regulatory (structural) changes that occurred during the 1992–2007 time period of our study.As pointed out by Daines (2001), regulatory changes can have an impact on firm values and returns as well as the structure of executive compensation. First, Low (2009) finds that following the 95 Delaware Supreme Court ruling that resulted in greater takeover protection, managers reduced firm risk by turning down risk-increasing (albeit positive NPV) projects. In response, firms increased CEO equity incentives to mitigate the risk aversion. Potentially, the impact of the Delaware ruling on managers’ risk aversion and the follow-up increase in equity incentives (to mitigate the increase in managers’ risk aversio n following the ruling) may have resulted in a structural change in our sample at least for firms incorporated in Delaware. To control for this potential structural impact, we perform our analysis for Delaware incorporated firms for 1996–2007 separately. Our resultssuggest that the favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium) is similar for Delaware firms and other firms.Second, a number of studies (e.g., Cohen et al. 2007, 2008; Li et al. 2008) indicate that the 2002 Sarbanes–Oxley Act (SOX) lowered equity incentives (i.e., reduced the proportion of equity incentives to total compensation post-SOX), reduced managerial risk taking, decreased spending on R&D and capital expenditures, and reduced accruals-based earnings management while increasing real earnings management. Since real earnings management is potentially more difficult for investors to detect than accruals-based earnings management, a possible consequence of SOX could be an increase in agency costs since 2002. To control for the potential structural changes imposed by SOX both in terms of expected returns and the level of equity incentives, we perform our analysis for the pre-SOX and post-SOX time periods separately. For each of the two time periods, our results suggest a favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium), although the effect appears to be stronger in the post-SOX period.Our study contributes to the literature on the valuation of equity incentives. We provide (to our knowledge) first-time evidence on the relation between CEO equity incentives and the ex ante cost of equity capital. Prior research has focused by and large on the consequences of managerial equity incentives for firm performance (Mehran 1995; Hanlon et al.2003) and risk taking (Rajgopal and Shevlin 2002; Coles et al. 2006; Hanlon et al. 2004) rather than on valuation per se. As noted previously, to our knowledge only two prior studies (Aboody1996 and Mehran 1995, both based on pre-1991 data) have examined the pricing of managerial equity incentives, with mixed results.In our study, we provide evidence on the valuation effects of CEO equity incentives based on more recent (1992–2007) data. By focusing on more recent data, our findings relate to a growing line of research on the association between equity-based compensation and accounting information quality. Specifically, Coffee (2004) suggests that the $1 million limit on the tax deductibility of cash compensation for senior executives imposed by Congress in 1993 motivated firms to make greater use of equity compensation which, in turn, increased the sensitivity of managers to the firm’s stock price. Bergstresser and Philippon (2006) and Cheng and Warfield (2005)provide evidence which suggests that equity incentives are positively related to the magnitude of accruals-based earnings management. Similarly, Burns and Kedia (2006) and Efendi et al. (2007) report CEO equity incentives to be positively related to accounting irregularities and the subsequent restatement of previously issued financial statements. Thus, prior research suggests that equity-based compensation has a negative effect on the quality of earnings reported by firms. Consistent with several published empirical studies that support the notion that lower information quality is priced in a higher cost of equity capital (e.g., Bhattacharya et al. 2003; Francis et al. 2005), CEO equity incentives could potentially lower firm value by increasing the firm-specific equity risk premium.As noted previously, we document that CEO equity incentives (despite the associated lower information quality) are related negatively to the firm’s ex ante equity risk premium, implying that equity incentives increase firm value by lowering the firm’s cost of equity capital.Thus, our findings suggest that the positive CEO-shareholder incentive alignment effect associated with equity incentives dominates the dysfunctional information quality effect.Since 1992, the Securities and Exchange Commission (SEC) has mandated the public disclosure of executive compensation data to promote informed decision making by investors. Our ?ndings provide further evidence that these disclosures increase the informativeness of stock prices in competitive securities markets. Collectively, given that CEO compensation is a topic of ongoing interest (Jensen et al. 2004; Reich 2007), our ?ndings indicate that CEO equity incentives in?uence ?rm value favorably through a cost of equity capital channel.Concluding remarksPrior research (e.g., Goldman and Slezak 2006; Jensen et al. 2004) suggests that CEO equity incentives can be a double-edged sword. On the one hand, these incentives can mitigate the agency problem by aligning the interests of the CEO with those of the shareholders (i.e., by inducing CEOs to prefer more optimal, albeit risky, investment choices). On the other hand, these incentives can lead to excessive sensitivity to share price performance and induce executives to manipulate reported earnings with an eye on the stock price. In other words, by promoting perverse reporting incentives and lowering the quality of accounting information pertinent to investor pricing decisions, CEO equity incentives can potentially be a part of, not aremedy for, the agency problem. However, to our knowledge there is little to no prior evidence to suggest which effect—the positive incentive alignment effect or the perverse information quality effect—dominates.We contribute to the literature in several ways. First, we show that CEO equity incentives are negatively related to the firm-specific equity risk premium, i.e., the positive incentive alignment effect associated with these incentives dominates the dysfunctional information quality effect in the pricing of the firm-specific ex ante equity risk premium. Second, since equity incentives are intended to induce CEOs to make more optimal (albeit risky) investment decisions, the effect of these incentives on shareholder wealth in the post-SOX time period is of particular interest. Our results suggest that the economic significance of these incentives (i.e., the payoff for shareholders in terms of a lower ex ante equity risk premium and a higher firm value) was in fact higher in the post-SOX time period. Finally, our findings provide further evidence that the SEC mandated disclosures (since 1992) of executive compensation data increases the informativeness of stock prices with respect to the potential implications of CEO equity incentives for the cost of equity capital and firm value. At this time, CEO compensation is a topic of ongoing interest for regulators and investors.总裁股权激励的投资者定价摘要本论文的主要目的是探讨首席执行官以股票和期权形式的报酬问题。
股权激励的国外名言
股权激励的国外名言全文共四篇示例，供读者参考第一篇示例：股权激励的概念在国外已经被广泛应用，许多企业通过股权激励计划激发员工的工作热情和创造力，使企业获得更大的发展。
下面将介绍一些关于股权激励的国外名言，希望能给大家带来一些启示。
1. "Stock options are powerful tools in the hands of entrepreneurs and employees alike. They align incentives, make everyone a shareholder, and reward hard work and success." - Richard Branson股票期权是企业家和员工手中强大的工具。
它们可以使激励方式更加协调，让每个人成为股东，奖励努力工作和成功。
2. "The best way to motivate employees is to give them ownership in the company. By offering stock options, employees feel connected to the company's success and are motivated to work towards its growth." - Jack Welch激励员工的最佳途径是让他们拥有公司的所有权。
通过提供股票期权，员工会感到与公司的成功联系在一起，并且会受到激励来为公司的增长而努力工作。
3. "Stock options are a powerful way to attract, retain, and motivate top talent. Companies that offer stock options as part of their compensation packages are able to attract the best and brightest employees who are driven to succeed." - Sheryl Sandberg股票期权是吸引、留住和激励顶尖人才的有力方式。
工商管理专业英语考试复习要点
Key words翻译1.Quotas:配额2.Diminishing marginal utility:边际效用递减3.Welfare capitalism：福利资本主义4.Global outsourcing:全球外包5.Individualism：个人主义6.Collectivism：集体主义7.Expatriate managers：海外（外派）经理8.Totalitarian：极权主义9.Trade barriers：贸易壁垒10.Free-trade area：自由贸易区11.Premium price：溢价12.Reverse engineering：逆向工程13.Transaction costs：交易成本14.Stock options：股票期权15.Intrinsic motivation：内在动机16.Extrinsic motivation：外在动机其他考点第一章1.The role of the business owner and manager is to be enterprisin g，tosense an opportunity to acquire and use all the other productive resources to create a product.A product is any kind of good or service that other people value and want to buy.V alue refers to how much utility a product gives customers，that is,how well it satisfies their desires or needs.In business，the most common way of measuring the value of a product is by how much customers are willing to pay for it，that is，by its price.（P8）2.Business commerce is the process through which people produce andthen trade，barter，or exchange valuable goods and services to better fulfill their wants and needs.The difference between trade and barter is that trade involves the exchange of products using money whereas barter does not.When people bart e r,they enchange one product directly for another.（P10）3.Demand，Supply，and the Market Price（P12）重点看4.How does profit differ from profitability? p14Y ou might think that making a profit and profitability are one and the same.But in fact，the two concepts are different：Prof i t is simply the total or absolute monetary difference between sales revenues and operating costs；Profitabilit y measures how well a company is making use of its capital by investing in resources that create goods and services that generate profits.5.Transaction costs related to business（P21）交易成本构成：bargaining，negotiating，monitoring，and regulating the exchanges between people in business第三章6.What does it mean by ‘creative destruction’?（p64）Economists refer to the widespread changes brought about by increaseing global competition and advancing technology as the process of “creativedestruction”.7.Levels of Managers（P66）top managers，middle managers，First-Line managers8.Efficiency and Effectiveness（P69）One simple way to differentiate between these two concepts is to view effectiveness as “doing the right things，”and efficiency as “doing things right.”9.Career Management考Stage 5:Late Career（见书本P80）第四章10.Political Systems and National Governments（见书本P92）Two principal, and opposite, kinds of political system：democracy, totalitarianism11.The role of intermediaries（P97）Sometimes companies called intermediaries act as a “go-between”to manage the sales of products between sellers and buyers.An intermediary is a company such as a broker，merchant，or wholesaler that does not make a product but acts as a supplier or distributor，buying the products of some companies and selling them to others.12.General forces in the environment? （P100）political-economic, sociocultural,demographic,legal补充：Four specific forces：suppliers, distributors,competitors, customers13.Five cultural dimensions in the Hofstede’s model of nationalculture?（p102）●Individualism versus collectivism；●Power distance；●Achievement-oriented versus a nurturing；●Uncertainty avoidance；● A long- or a short-term orientation toward life and work.14.Four global commerce challenges?（p106）●Buiding a globle competitive advantage；●Integrating the Internet into their business models；●Managing ethically；●Incorporating the effects of differences in national cultures into theirglobal planning and organizing.15.The four main ways to increase a company’s effectiveness andefficiency?（p106 ）productivity，quality，innovation，and responsiveness to customers.16.Global Organization Challenges（p114）考点：Four principal methods of global organizing：●Exporting and licensing；●Using a global network；●Joint ventures；●Creating wholly owned overseas subsidiaries.第九章eful information and knowledge（P230）The usefulness of information depends on whether it is complete，accurate and reliable，relevant，amd timely.第十章18.The Product Life Cycle（P258）a.Embryonic stage；b.Growth stage；c.Maturity stage；d.Decline stage.19.Marketing research begins by: （1）identifying customers' existingneeds for a particular product（2）uncovering unmet needs that the product does not satisify，and（3）searching for ways to make a product that better suits those unmet needs.（P259）20.Choosing Markets to Serve（P268）●First，a company might choose not to recognized that differentmarket segments exist and make a product targeted at average，or typical，customer.This results in mass marketing。
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外文翻译原文：Stock Option Compensation and EarningsManagement IncentivesThis study focuses on the relation between the structure of executive compensation and incentives to manage reported earnings. Specifically, we examine whether the use of stock options relative to other forms of pay influences discretionary accrual choices around option award dates. We conduct this study in part because of the apparent trend over the past two decades toward the use of options in executive pay. Compensation research has consistently shown that option awards, measured on a fair value basis, now represent on average the largest component of CEO pay (Murphy [1999]; Baker [1999]; Matsunaga [1995]; Yermack [1995]). Not surprisingly, this trend seems to have contributed to increased scrutiny of CEO pay and to have led directly to several public policy initiatives during the 1990s.For example, accounting standard setters adopted a series of rules that greatly expanded investor reporting requirements on options (SEC [1992, 1993]; FASB [1995]), and, in 1993, Congress enacted tax legislation intended to curb nonperformance-based executive pay (see Reitenga et al. [2002]; Perry and Zenner [2001]). Furthermore, as reported in the financial press, criticism of the magnitude of option awards, including criticism by investors, seems to occur regularly (e.g.Orwall [1997]; Jereski [1997]; Fox [2001]; Colvin [2001]). Standard setters and politicians are currently reexamining disclosure rules, offering evidence that options continue to be a difficult public policy issue (Schroeder [2001]; Hamburger and Whelan [2002]; WSJ [2002]).Until recently, academic research has typically focused on testing the use of options within an agency theory framework, primarily examining incentive alignment aspects. Arguably, by tying executive pay to stock price outcomes, options encourage managers to make operating and investing decisions that maximize shareholder wealth (Jensen and Meckling [1976]). Though results are mixed, the empiricalevidence on options as a component of executive pay has generally supported such agency-based predictions. However, other studies document unexpected effects on the firm as well, including surprising evidence that awarding options can induce opportunistic behavior by management. The line of research most relevant for our study is one that suggests that managers manipulate the timing of news releases or option award dates (or both) as a means of increasing the fair value of their awards. For example, Aboody and Kasznik (2000) report evidence indicating that managers time the release of voluntary disclosures, both good and bad news, around award dates in order to increase the value of the options awarded. Since the exercise price of the option is typically set equal to the share price on award date, managers can conceivably increase their option compensation by releasing bad news before the award date. Consistent with this reasoning, Chauvin and Shenoy (2001) find that stock prices tend to decrease prior to option grants, while Yermack (1997) finds that stock prices tend to increase following option grants. The former effect would typically decrease the exercise price of the option at award date. The latter would increase the option's intrinsic value afterward.One way managers can influence the stock price of the firm is to manipulate reported performance (Subramanyam [1996]). We argue that the evidence in Aboody and Kasznik regarding voluntary disclosures in general implies that there could also be an incentive to manage reported earnings. We extend Aboody and Kasznik by examining whether option compensation creates incentives for CEOs to actively intervene not only in the timing of voluntary disclosure, but in the financial reporting process as well. We predict that managers receiving a relatively large portion of their compensation in the form of options will use discretionary accruals to report lower operating performance hoping to temporarily suppress stock prices.In addition to addressing the concerns of policymakers, our research is motivated by the fact that while a good deal of research has examined the role of bonus plans in motivating managers' self-interested behavior (e.g., Healy [1985]; Lambert and Larcker [1987]; Lewellen et al. [1987]; Gaver et al. [1995]; Holthausen et al. [1995]; Reitenga et al. [2002]), relatively little published research investigates how stockoption compensation influences such behavior. Our study could provide insight on whether standard option compensation practice influences the quality of reported earnings.To conduct our study, we examine compensation and firm performance data on 168 firms during the time period 1992-98. We obtain data from a variety of sources, including Compustat, the Wall Street Journal annual survey of executive compensation and proxy statements. We estimate a model of the discretionary accruals component of reported annual earnings as a function of several factors including (1) the ratio of option compensation to other forms of pay and (2) the timing of annual earnings announcements and award dates. As predicted, we find evidence that option awards influence the financial reporting process. Firms that compensate their executives with greater shares of options relative to other forms of pay appear to use discretionary accruals to decrease current earnings. Furthermore, this effect appears to be stronger if the executive announces earnings prior to an option award date. Our results extend previous research by documenting that managers appear to intervene in the financial reporting process in an attempt to increase the value of their awards.The rest of our paper is structured as follows. In Section 2, we develop our research hypotheses. Section 3 describes our research design, and Section 4 presents our main results and details on sensitivity tests. Finally, Section 5 discusses these results and their implications for executive compensation practices.Based on previous studies and our own review of proxy statements, it appears that the process of awarding options follows a standard pattern (Yermack [1997]; Aboody and Kasznik [2000]). Awards are formally determined by a compensation committee of the board of directors and are nearly always made once per year, typically with an exercise price equal to share price on award date.As noted in the introduction, most of the academic research on the use of stock options has used an agency theory framework, approaching the structure of executive pay as a solution to various agency problems. Early research such as DeFusco et al. (1990) and Yermack (1995) yielded mixed results, leaving significant unansweredquestions about the prevalence of options. Perhaps because of better data availability, recent agency-based research has provided more consistent results. For example, studies by Core et al. (1999), Core and Guay (1999), and Bryan et al. (2000) appear to support the theory that executive pay structure in general, and the use of options in particular, reflects firms' agency costs.However, other lines of research on options indicate that executive compensation practices could produce unintended consequences for the firm. For example, Lambert et al. (1989) find that firms exhibit lower than predicted dividend payment levels after adopting executive stock option plans. Because the payoff on an option is determined by stock price appreciation rather than total shareholder return (appreciation plus dividends), dividend reduction increases option value. While apparently good for option-holding executives, such a dividend policy might not be fully anticipated by, or in the best interests of, shareholders. Pursuing a similar argument, Jolls (1996) finds that stock repurchases tend to replace cash dividends as executive option holdings increase. In addition, the line of research that we extend documents that manipulation of voluntary disclosures and/or award dates could increase the value of option compensation. Taken together, the evidence suggests that while option compensation practices are likely to mitigate some types of agency costs, the same practices might induce other forms of opportunistic behavior. We discuss these findings in more detail along with other relevant research on earnings management below.Prior research suggests that managers manipulate earnings to achieve a variety of objectives, including "income smoothing" (Gaver et al. [1995]; DeFond and Park [1997]), long-term bonus maximization (Healy [1985]), avoidance of technical default of debt covenants (Dichev and Skinner [2001]), and avoidance of losses and declines in earnings (Burgstahler and Dichev [1997]). Murphy (1999) suggests that option compensation and outright stock ownership by managers give rise to divergent incentives, with stock ownership focusing managers' efforts on achieving higher total shareholder returns and options rewarding only share price appreciation relative to the exercise price. Several empirical studies provide support for these predictions (Lambert et al. [1989]; Lewellen et al. [1987]). We conjecture that these divergentincentives could motivate managers to manipulate earnings up or down as a function of compensation structure and other factors.As an example, Matsunaga (1995) argues that, when firms are under financial distress, they attempt to reduce compensation expense by substituting options for bonus pay. Matsunaga also finds that income-increasing accounting policy choices are positively related to option awards. By extension, this result could imply a positive relation between income-increasing discretionary accruals and option compensation. However, Matsunaga examines only the associations between options and various financial characteristics of the firm, and his analysis does not directly examine any earnings management incentives related to option compensation.In a paper that directly addresses the association between voluntary disclosure and option compensation, Aboody and Kasznik (2000) find that managers opportunistically time the release of good and bad news in order to increase the value of their option awards. Their study provides evidence that managers receiving options prior to earnings announcements are more likely to issue preemptive "bad news" voluntary disclosures (as opposed to mandatory earnings announcements) prior to the option award. This evidence indicates that by positioning such disclosures in advance of an award date, managers in their sample are able to increase the value of option awards by an average of 16 percent. Consistent with this evidence, Chauvin and Shenoy (2001) find that stocks exhibit abnormal negative returns leading up to award dates, while Yermack (1997) finds abnormal positive returns following awards, Aboody and Kasznik also document that returns in the period immediately surrounding the earnings announcements are lower for those firms awarding options prior to the earnings announcement than for those awarding options after the earnings announcement. These results suggest that, all else equal, firms disclosing earnings prior to the award date might report lower earnings relative to those firms disclosing earnings after the award date.In contrast to Aboody and Kasznik (2000) and Chauvin and Shenoy (2001), Yermack (1997) concludes that the timing of an option award is conditional on the favorability of earnings announcements. Specifically, managers tend to receiveoptions prior to (after) the release of favorable (unfavorable) earnings announcements. The author interprets these results as evidence that managers benefit from opportunistic timing of option awards.Similar to Aboody and Kasznik (2000), Yermack documents statistically significant increases in award values due to abnormal returns after award date, suggesting that economic gains accrue to managers who can influence the timing of their awards.Note, however, that in all three of the above studies, the authors implicitly assume that reported earnings are exogenous. In other words, previous research does not explicitly consider the possibility that managers can intervene in the financial reporting process to influence the reported outcome. Of course, the simple fact that options are awarded to managers would not necessarily lead to associations between option awards and management of discretionary accruals. However, given that prior research suggests that managers use accounting discretion to accomplish a variety of earnings management objectives, we propose an effect from the use of options as follows. The relative magnitude of option compensation and CEO wealth effects documented by Aboody and Kasznik (2000), Chauvin and Shenoy (2001), and Yermack (1997) could give rise to incentives to not only manage disclosures or option award dates, but to influence reported earnings as well.ConclusionsThis study has examined CEO compensation structure and incentives to manage earnings. Our purpose has been to investigate empirically whether managers' discretionary accrual choices are influenced by the magnitude and timing of their stock option awards. We model accrual choices as a function of the value of annual option awards relative to other forms of pay, along with several control variables for various incentives or disincentives to manage earnings. Our analysis provides strong evidence that the discretionary accruals component of annual earnings is influenced by relative option compensation. Managers who receive large option awards appear to make income-decreasing accrual choices as a means of decreasing the exercise price of their awards. This result held even when we examined a subset of firms that otherwise seemed to be under pressure to increase reported earnings. Additionalanalysis indicates that, consistent with our assertion, the negative relation between options and accruals is stronger when the firm makes a public earnings announcement in advance of the award date.Source: Terry Baker, Denton Collins, Austi n Reitenga, 2003. “Stock Option Compensation and Earnings Management Incentives”. Journal of Accounting, Auditing and Finance, V ol.18, No.4, pp. 556-82.译文：股票期权奖励与盈余管理动机本课题集中于研究管理层薪资水平的结构和管理报告盈余的动机两者之间的关系。