外文翻译--公司的股权结构、公司治理和资本结构决策——来自加纳的实证研究

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毕业论文(设计)外文文献翻译及原文

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

一、引言各个国家的企业在显著不同的金融体制下运行。

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

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

这项研究结果解释表明企业投资受限于外部资金的可得性。

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

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

A Natural-resource based view of the firm

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

基于现金流量的公司价值分析外文原文精品

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

中国公司治理(外文期刊翻译)

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

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

简单地说，中国是有趣和重要的。

然而，一些研究中国的缺点。

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

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

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

第三，许多研究中国的论文，即使是最近发表的，现在已经过时了。

的中国过去20年的经济增长是爆炸式的。

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

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

因此,我们也重要的是在适当的地方描述这些论文。

本文的其余部分如下。

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

在第三节,我们提供并讨论与公司治理相关的重要变量的汇总统计。

1Strategic entrepreneurship_ entrepreneurial strategies for wealth creation

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

公司治理与企业资本结构决策之关系的实证研究——来自海南省上市公司的经验证据

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

《公司治理与内部控制》课程教学大纲

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

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

使学生在掌握基本理论和原理的基础上，提高实践能力。

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

本章难点：公司治理的理论的理解。

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

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

本章难点：如何评价董事会会业绩。

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

掌握监事会制度。

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

intellectual capital

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

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本科毕业论文（设计）外文翻译原文：Ownership structure, corporate governance and capital structuredecisions of firmsEmpirical evidence from Ghana1. IntroductionThe relevance of capital structure to firm value remains fairly established following the seminal article by Modigliani and Miller, 1958 (Grabowski and Mueller, 1972; McCabe, 1979; Anderson and Reeb, 2003). Several theories including the pecking order theory, the free cash flow, the capital signaling, the trade-off, and market timing theories (windows of opportunities) and the fact that capital structure is voluntarily chosen by managers (Zwiebel, 1996) have been propounded to explain the choice of capital structure. Also, considerable research attention has been paid to the impact of agency costs on corporate financing since Jensen and Meckling (1976) published their paper.Crutchley and Hansen (1989) maintain that managers’ choice of stock ownership in the firm, the firm’s mixture of outside debt and equity financing, and dividends are meant to reduce the costs of agency conflicts. Bajaj et al. (1998) suggest that ownership is positively correlated with various measures of the debt-equity ratio (leverage), implying that ownership structure has a correlation with financial structure of firms (Kim and Sorensen, 1986; Mehran, 1992; Brailsford et al., 2002). Friend and Lang (1988) find that debt ratio is negatively related to managerial ownership. Brailsford et al. (2002) suggest that the relationship between managerial share ownership and leverage may in fact be inverted u-shaped.In addition, Berglo¨f (1990) suggests that in countries in which firms are typically closely held, debt finance plays a more prominent role than in countries characterized by more dispersed ownership structures suggesting the impact of insider system of corporate governance on financing structure of firms. Thomsen and Pedersen (2000) report empirical evidence supporting the hypothesis that the identity of large owners –family, bank, and institutional investors –has important implications for financial structure. In particular, they show that a more risk averse or a more patient entrepreneur issues less debt and more equity. Given that insider system of corporate governance is practiced among listed companies in Ghana (Bokpin, 2008), this study seeks to document the impact of ownership structure on corporate financing, a mark departure from Abor (2007).Claessens et al. (2002) maintain that better corporate governance frameworks benefit firms through greater access to financing, lower cost of capital, better performance and more favourable treatment of all stakeholders. Corporate governance affects the development and functioning of capital markets and exerts a strong influence on resource allocation. Corporate governance correlates with the financing decisions and the capital structure of firms (Graham and Harvey, 2001; Litov, 2005; Abor, 2007). However, management incentives that include stock options introduces issues for the alignment of managerial and shareholder interests. The question is which way does managerial ownership affect capital structure decisions of firms? How does the form of governance affect the choice of financing? The empirical evidence observed in the literature is inconclusive with much focus on developed capital markets.Unlike Abor (2007), this present study considers a much broader corporate governance index of the impact of ownership structure, managerial share ownership and other corporate governance variables on capital structure decisions of firms on the Ghana Stock Exchange (GSE). Earlier studies on the GSE have failed to consider the impact of these factors on corporate financing decisions of firms (Aboagye, 1996; Boateng, 2004; Abor and Biekpe, 2005; Abor, 2007) implying that, these studies invariably ignores a gamut of other relevant variables that are central to understandingthe relationship among ownership structure, corporate governance, and firms’financing decisions from a developing country perspective Aside, the study uses more recent data from 2002 to 2007 whilst employing a panel data analysis. The rest of the paper is divided into four sections. Section 2 considers the literature review; Section 3 discusses data used in the study and also details the model specifications used for the empirical analysis. Section 4 contains the discussion of the results and Section 5 summarizes and concludes the paper.2. Literature review2.1 Ownership structure and capital structureThe relationship between ownership and capital structures has attracted a considerable research attention over the last couple of decades. Jensen and Meckling (1976) defined ownership structure in terms of capital contributions. Thus, the authors saw ownership structure to comprise of inside equity (managers), outside equity and debt, thus proposing an extension of the form of ownership structure beyond the debt-holder and equity-holder view. Zheka (2005) unlike the above authors constructs ownership structure using variables including proportion of foreign share ownership, managerial ownership percentage, largest institutional shareholder ownership, largest individual ownership, and government share ownership. Bajaj et al. (1998) suggest that ownership is positively correlated with various measures of the debt-equity ratio (leverage), implying that ownership structure has a correlation with financial structure of firms.Friend and Lang (1988) find that debt ratio is negatively related to managerial ownership. Brailsford et al. (2002) suggest that the relationship between managerial share ownership and leverage may in fact be inverted u-shaped. Thus, debt first increases with an increase in managerial share ownership; but beyond a critical level of managerial share ownership debt may fall because there could be only a few agency related benefits by increasing debt further as the interests of managers and owners get very strongly aligned. Pindado and de la Torre (2005) conclude that insider ownership does not affect debt when the interest of managers and owners are aligned. Jensen and Meckling (1976), in relating capital structure to the level ofcompensation for CEOs came out with the findings that there is a positive correlation between the two and this was supported by Leland and Pyle (1977) and Berger et al. (1997) who assert the claim that the correlation between CEO compensation and capital structure is a positive one. However, Friend and Lang (1988), Friend and Hasbrouck (1988) and Wen et al. (2002) found a negative correlation between CEO compensation and the financial leverage of firms.Morck et al. (1988) argue that family ownership may give rise to greater leverage than in the case of disperse ownership, because of the non-dilution of entrenchment effects. Mishra and McConaughy (1999) document empirical evidence that funding family-controlled firms use less debt than non-funding family controlled firms. Thomsen and Pedersen (2000) report empirical evidence supporting the hypothesis that the identity of large owners –family, bank, and institutional investors –has important implications for financial structure. In particular, they show that a more risk averse or a more patient entrepreneur issues less debt and more equity. Anderson and Reeb (2003) further argue that family ownership reduces the cost of debt financing.Berglo¨f (1990) suggests that in countries in which firms are typically closely held, debt finance plays a more prominent role than in countries characterized by more dispersed ownership structures. Berger et al. (1997) found less leverage in firms with no major stakeholder. Lefort and Walker (2000) conclude that groups are effective in obtaining external finance and that there are no significant differences in the capital structure of groups of different sizes. Brailsford et al. (2002) suggest that firms with external block holders have low-debt ratios consistent with Friend and Lang (1988), who earlier on had indicated that firms with large non-managerial investors have significantly higher debt ratios than those without non-managerial investors. Cheng et al. (2005) also indicates that the leverage increases as ownership concentration increases following rights issuance. Driffield et al. (2005) argue that, higher ownership concentration is associated with higher leverage irrespective of whether a firm is family owned or not. Pindado and de la Torre (2005) suggest that there is a positive relationship between ownership concentration and debt thus, all things being equal, ownership concentration encourages debt financing. However,they find the positive effect of ownership concentration on debt to be smaller in cases of high free cash flow. They also find that ownership concentration does not moderate the relationship between insider ownership and debt; in contrast, the relationship between ownership concentration and debt is affected by insider ownership. Thus, the debt increments promoted by outside owners are larger when managers are entrenched.2.2 Corporate governance and capital structureCorporate governance correlates with the financing decisions and the capital structure of firms (Graham and Harvey, 2001; Litov, 2005). Jensen (1986) postulates that large debt is associated with larger boards. Though Berger et al. (1997) concludes on a later date that larger board size is associated with low leverage; several other studies conducted in recent times have refuted this conclusion. Wen et al. (2002) posit that larger board size is associated with higher debt, either to improve the firm’s value or because the larger size prevents the board from reaching a consensus on decisions, indicating a weak corporate governance system. Anderson et al. (2004) further indicate that larger board size results in lower cost of debt, which serves as a motivation for using more debt, and this has been confirmed by Abor (2007) who concludes that capital structure positively correlates with board size, among Ghanaian listed firms.In relation to the presence of external directors on the board, Wen et al. (2002) conclude that the presence of external directors on the board leads to lower leverage, used by the firm, due to their superior control. However, Abor (2007) concludes that capital structure positively correlates with Board composition among Ghanaian listed firms. And this is consistent with Jensen (1986) and Berger et al. (1997) who had earlier on concluded that firms with higher percentage of external directors utilize more debt as compared to equity.Berger et al. (1997) found less leverage in firms run by CEOs with long tenure and this was confirmed by Wen et al. (2002), who conclude that the tenure of CEO is negatively related to leverage, to reduce the pressures associate with leverage. Kayhan (2003) finds that entrenched managers achieve lower leverage through retaining moreprofits and issuing equity more opportunistically. Further, Litov (2005) supports this claim that entrenched managers adopt lower levels of debt. Abor (2007) also asserts that entrenched CEOs employ lower debt in order to reduce the performance pressures associated with high-debt capital. However, Bertrand and Mullainathan (2003) refuted this fact by showing in their study that entrenched managers “enjoy the quiet life” by engaging in risk-reducing projects, indicating a positive relationship between managerial entrenchment and leverage.Fosberg (2004) relates that firms with a two-tier leadership structure have high-debt/equity ratios. This was supported by Abor (2007), who concludes that capital structure positively correlates with CEO duality, which shows that firms on the GSE use more debt as the CEO duality increases.3. Research methodologyIn order to gain the maximum possible observations, pooled panel crossed-section regression data are used. Panel data analysis involves analysis with a spatial and temporal dimension and facilitates identification of effects that are simply not detectable in pure cross-section or pure time series studies. Thus, degrees of freedom are increased and collinearity among the explanatory variables is reduced and the efficiency of economic estimates is improved. The study is therefore based on the official data published by the cross-sectional firms for the various years covering a period from 2002 to 2007.Analytical frameworkThe general form of the panel regression model is stated as:y it=α+X 'itβ+μit i=1,…,N;t=1,…,Twhere subscript i and t represent the firm and time, respectively. In this case, i represents the cross-section dimension and t represents the time-series component. Y is the dependable variable which is a measure of capital structure. αis a scalar, βis K *1 and Xit is the observation on K explanatory variables. We assume that theμit follow a one-way error component model:μit=μi+νitwhereμi is time-invariant and accounts for any unobservable individual-specific effect that is not included in the regression model. The termνit represents the remaining disturbance, and varies with the individual firms and time.Source: Godfred A. Bokpin and Anastacia C. Arko, 2009. “Ownership structure, corporate governance and capital structure decisions of firms Empirical evidence from Ghana” . Studies in Economics and Finance . V ol. 26 No. 4.pp. 246-256.译文：公司的股权结构、公司治理和资本结构决策——来自加纳的实证研究一、引言继利亚和米勒1958年开创性的文章（格拉博夫斯基和米勒，1972年；迈克，1979年；安德森和力波，2003年）之后，公司价值与资本结构相关性依然得到较大的认可。