股票期权奖励与盈余管理动机外文翻译

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股票期权激励外文翻译文献

股票期权激励外文翻译文献(文档含中英文对照即英文原文和中文翻译)原文：SOE Execs: Get Ready For Stock IncentivesTAN WEIStock option incentive plan will soon be available to state-owned enterprise executives, but will it lead to greater prosperity or new problems?A trailblazing new scheme to infuse state-owned enterprises (SOEs) with incentive stock options is under way. It’s a plan that may bolster company performance, but it’s not without risks.On August 15, Li Rongrong, Minister of the State-owned Assets Supervision and Administration Commission (SASAC), disclosed that after careful study, a stock option incentive trial plan will be carried out in the listed SOEs.According to the trial plan, about 102 A-share listed SOEs are expected to be the trial companies. The short list of some of those expecting to participate includes: China Unicom, Citic Group, Kweichow Moutai, China Merchants Bank and Beijing Financial Street Holding Co.Stock option incentive plan is designed to entice executives to work hard for the long - term development of their companies. As stocks rise based on company performance, they too gain through this profits haring arrangement. This kind of incentive plan is popular in foreign countries, especially in the United States, where stock options can account for as high as 70 percent of a CEO’s income. Further, many economists believe the stock option incentive plan optimizes corporate governance structure, improve management efficiency and enhance corporate competitiveness. On the other hand, after the Measure s on the Administration of Stock Incentive Plans of Listed Companies was issued early this ye a r, some ofthe companies turned out to have misused the incentive stock options. The result was insider dealings, performance manipulation as well as a manipulation of the company stock price.“Although the stock option incentive scheme is a frequently used tool to encourage top management, it could also be a double - edged sword especially in an immature market economy,” Li said. The SASAC is therefore taking a cautious approach, placing explicit requirements on corporate governance, the target and extent of the incentive measures, Li added.Li stated that the overseas-listed SOEs would be the first few companies that will implement the mechanism because of their sound management structure and law-abiding nature. Then the domestic listed SOEs will have the chance to embrace incentive stock options, which would be promoted if the trial results were good.Executive face-liftAs for more than 900 listed SOEs, the personnel structure of the boards of directors will pro b ably face substantial change. That’s because the plan states that if the s t o ck option incentive mechanism is going to be implemented in listed SOEs, external directors should account for half of the board of directors.The trial plan introduced the concept of external directors for the firsttime. The external director should be legally recommended by directors of listed SOEs, and should not be working in the listed SOEs or in a holding company, said the plan. However, currently, most of boards of directors of listed SOEs are not in compliance with the requirement. They have to readjust the structure of board of directors to fit in with the new mechanism.“For most of the SOEs which are liste d in the A-share market, their boards of directors are made up of non-external directors and independent directors, which means that apart from independent directors, members of board of directors are all working for the listed company or for the large sha reholder,” said Zhu Yongmin, an economist with the Central University of Finance and Economics. “If the stock option incentive mechanism is to be carried out in those companies, a large-scale restructuring of board of directors is unavoidable and external directors must be introduced into the board.”China Securities Regulatory Commission (CSRC) stipulates that an independent director is one who doesn’t hold another office beyond his job as a director, and has no such relations with major share holder that would interfere with the exercise of independent and objective judgment. “Currently, the independent directors of listed companies can be categorized as external directors,” Zhu said. “However, the definition ofexternal director is much broader than independent director. Those who work for a company which has business ties with a listed company, though they do not meet the requirements of being an independent director, but can be considered an external director.”Additionally, the trial plan also stipulates that the salary committee of listed SOEs that exercise the stock option incentive mechanism should be composed of external directors. However, for most of the listed companies, there are still non - external directors. As a result, a considerable number of listed SOEs need to transform their salary committee to fulfill the prerequisites of the stock option incentive mechanism.Avoiding over-compensationOver- compensation is something that the trial stock plan is trying to avoid as well.Therefore, th e trial plan states that domestic listed SOEs’ executives should receive no more than 30 percent of their total salary (including options and dividends). But as for the overseas-listed SOEs, the maximum incentive is 40 percent of the target salary.The trial plan also fixes the volume of incentive stock options.The trial plan states that the volume of incentive stock options should be fixed in accordance with the scale of the listed company and the number of incentive objectives. The number of share allocated may not exceed 10percent of the company’s total share capital and no less than 0.1 percent. In fact, Beijing Review was informed by the CSRC that some 20 listed SOEs also began exploring stock option incentive schemes in the first half of this year. But none of them received approval from the CSRC because their schemes revealed sharp contrast with the trial plan in terms of the scale of incentive stock options offered.Results-orientedUnder the trial plan, better performance is a must to obtain stock privileges.The number of incentive stock options that senior executives in listed SOEs can get depends on their annual performance. If they cannot fulfill the targeted objective s , the listed company may have the right to take back the incentive the stock options or purchase them back at the price at which they we re sold to the executives .Zhu Yongmin noted that the stock option incentive plan is not invariable. The directors of listed companies, senior executives, and core technological and management personnel may not get the target stock options if they fail to achieve a satisfactory performance.No freebiesFor sure, state stocks won’t be given to executives for free, under the trial plan.“The state stocks have prices,” Zheng said. “If they we re paid to senior executives for free in the name of incentive stocks, it is equal to a loss of state assets. To elaborate, the incentive stocks should be the increment of stocks that are earned by the executives for listed SOEs after the implementation of the trial plan, and should not be previous stock inventory. In short, the past is past. Only future stock increases can be used as incentive stocks.”Further, “The incentive stocks should not be paid only by the SASAC, which is the largest shareholder of all the central SOEs,” said Zheng Peimin, Chairman of Shanghai Realize Investment Consulting Co., who took part in drafting the trial plan,. “ The incentive plan should be a joint action of all share holders of a company and they should shoulder the same responsibility and enjoy equal benefit .”Already, share holders pay for salaries of directors, senior executives and technology management staff.“The incentive stocks should also be paid by all shareholders.” Zheng said. “For instance, if the govern ment, or a state owned enterprise, holds 60 percent of a listed SOE, they should only pay 60 percent of the incentive stocks and 40 percent should be paid by other share holders.”译文：国有企业高管：准备迎接股权激励计划谭卫股票期权激励计划将很快应用于国有企业管理人员，但这会带来更大的繁荣，还是新的问题？一个开创性的计划正被引入——国有企业正在实施股票期权激励计划，它可能会增强公司业绩，但它并非没有风险。

股权激励外文文献【中英对照】

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried a nd Walker, 2002; Chefﬁns and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Chefﬁns and Thomas, 2004).Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Chefﬁns, 2003; Chefﬁns and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incenti ve plans (Chefﬁns and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-ﬁle workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option gra nts (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can b e described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Z attoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and sh areholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。

薪酬管理体系中英文对照外文翻译文献

薪酬管理体系中英文对照外文翻译文献XXX people。

XXX enterprise management。

as it has a XXX attract。

retain。

and motivate employees。

particularly key talent。

As such。

it has XXX。

retain。

objective。

XXX on the design of salary XXX.2 The Importance of Salary System DesignThe design of a salary system is XXX's success。

An effective salary system can help attract and retain employees。

XXX。

XXX them to perform at their best。

In contrast。

a poorly designed salary system can lead to employee n and XXX。

which can XXX.To design an effective salary system。

XXX factors。

including the industry。

the enterprise's size and stage of development。

and the specific needs and goals of the XXX。

XXX.3 XXXXXX。

XXX incentives can help align the XXX with those of the enterprise and its shareholders。

XXX to perform at their best.When designing equity incentives。

公司股权奖励计划(中英文)

1. Purpose. 目的The Incentive Stock Plan (the "Plan") is intended to provide incentives which will attract and retain highly competent persons as officers, directors and key employees of Chardan China Acquisition Corporation (to be renamed Origin, Inc. at the effective time of the Merger), a Delaware corporation (the "Company") and its subsidiaries by providing them opportunities to acquire shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") pursuant to the Stock Options described herein.设立股权奖励计划(以下简称“计划”)的目的是为了吸引和挽留那些能力卓越的人才，包括组建于特拉华州的查顿中国并购公司（在本次合并生效之时将会更名为奥瑞金公司）（以下简称“公司”）及其分支机构的经理、董事和重要员工，向他们提供以每股$0.0001美元的价格按照本计划规定来购买公司的普通股份的配股机会。

2. Administration. 管理The Plan will be administered by the Compensation Committee of the Board of Directors of the Company or another committee (the "Committee"), appointed by the Board from among its members consisting of one or more directors (or such minimum number of directors as may be required under applicable law) as the Board may designate from time to time. The Committee shall have the authority to make all determinations and take such other action as contemplated by the Plan or as may be necessary or advisable for the administration of the Plan and the effectuation of its purposes.本计划将会由公司董事会的薪酬委员会或另一个委员会来管理，该委员会将会由董事会从其组成人员中任命一个或更多董事组成（或依据适用的法律所规定的最少人数要求来确定），并由董事会按时任免。

股权激励英语

股权激励英语股权激励在英文中通常被称为"Equity Incentive" 或"Stock Incentive"。

以下是一些相关术语和表达：1.Equity Incentive Plan: 股权激励计划，指为了激励员工，公司向其提供股权作为奖励的计划。

2.Stock Option: 股票期权，指公司向员工提供购买公司股票的权利，通常以优惠价格购买。

3.Restricted Stock Units (RSUs): 受限股票单位，指公司授予员工的一种股权奖励，通常在一定的服务期后解锁。

4.Performance Share Units (PSUs): 绩效股票单位，指根据公司业绩或员工绩效表现授予的股权奖励。

5.Stock Grant: 股票授予，指公司直接授予员工一定数量的公司股票作为奖励。

6.Vesting Period: 解锁期，指员工必须在一定的服务期后才能获得股权激励。

7.Exercise Price: 行权价格，指员工行使股票期权时购买股票的价格。

8.Stock Appreciation Rights (SARs): 股票增值权，指员工在特定时间内可以获得公司股票升值部分的权利，而无需实际购买股票。

9.Employee Stock Ownership Plan (ESOP): 员工持股计划，指公司为员工提供购买公司股票的机会或以其他方式激励员工拥有公司股权的计划。

10.Share Buyback: 股票回购，指公司回购其已发行的股票，从而增加每股收益和股东价值。

这些术语通常在股权激励计划或公司员工福利方面使用，以激励和奖励员工的表现，并促进员工与公司利益的共享。

股权激励与盈余管理外文文献翻译2014年译文4500字

股权激励与盈余管理外文文献翻译2014年译文4500字文献出处：Scott Duellman. Equity Incentives and Earnings Management[J]. Account. Public Policy ,2014(32):495–517.原文Equity Incentives and Earnings ManagementScott DuellmanaAbstractPrior studies suggest that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. Using three distinct proxies for earnings management we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases). Furthermore, using the accrual-based earnings management and meet/beat analyst forecast models we find that the opportunistic financial reporting effect of equity incentives dominates the incentive alignments effect for firms with low monitoring intensity. Using proxies for real earnings management, we find that the incentive alignment effect dominates the opportunistic financial reporting effect for high and moderate monitoring intensity firms. However, for low monitoring intensity firms the opportunistic reporting effect mitigates, but does not completely offset, the benefits of the incentive alignment effect. Overall, these findings are consistent with the level of monitoring affecting the relation between equity incentives and earnings management.1. IntroductionClassical agency theory suggests that equity incentives align managers’interests with shareholders’in terests (see forexample, Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent theoretical papers suggest that equity incentives may also motivate managers to boost short term stock prices by manipulating accounting numbers (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak, 2006). Empirical studies examining the effect of equity incentives on earnings management, a proxy for opportunistic reporting, yield mixed results. For example, Gao and Shrieves, 2002,Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) document a positive relation between equity incentives and accrual-based earnings management; while Hribar and Nichols (2007) find that after controlling for cash flow volatility the relation between equity incentives and earnings management becomes insignificant.1 Furthermore, Cohen et al. (2008) find a negative relation between equity incentives and real earnings management. Thus, whether equity incentives are associated with opportunistic financial reporting is an open empirical question that warrants further study.We view equity incentives as one element of the firm’s governancestructure and argue that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. We investigate how the relation between equity incentives and earnings management changes with respect to the intensity of firms’monitoring systems. More specifically, we expect that when monitoring intensity is relatively high, equity incentives will have more of an incentive alignment effect leading to lower earnings management in comparison with low monitoring intensity firms. Conversely, when monitoring intensity is relatively low, equity incentives will have more of anopportunistic financial reporting effect leading to higher earnings management in comparison to high monitoring intensity firms. Thus, we predict that the incentive alignment (opportunistic financial reporting) effect of equity incentives increases as monitoring intensity increases (decreases).Using a sample over the time period 2001–2007, we proxy for earnings management using three different measures common in the literature: (i) absolute abnormal accruals, (ii) real earnings management measures, and (iii) the likelihood of meeting/beating an analyst forecast. We measure equity incentives, in a manner consistent with prior studies such as Bergstresser and Philippon (2006) as the percentage of total CEO compensation for the year that would come from a 1% increase in the company’s stock as of the end of the previous fiscal year.To measure the intensity of monitoring mechanisms, we focus on threemechanisms that are most directly involved in monitoring managers’financial reporting decisions (board of directo rs, external auditors, and institutional investors). We identify six board characteristics, one auditor characteristic, and two institutional investor characteristics that could potentially affect monitoring effectiveness. Using principal component analysis we collapse these nine characteristics into two monitoring intensity measures (principal components) which capture 51.1% of the variance in these characteristics.2 We classify firms as high (low) monitoring intensity firms if both monitoring intensity measures are above (below) median values while firms with only one monitoring factor above the median are classified as moderate monitoring intensity firms. We use this approach as different monitoring attributes may be substitutes or complements to oneanother and principal component analysis effectively reduces the redundancy in these variables.We regress our measures of earnings management on lagged equity incentives, monitoring intensity classifications (moderate and low), the interaction between them, and a set of control variables. Our findings can be summarized as follows. First, we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases) across all three earnings management measures. Second, in tests using accrual based earnings management and meet/beat analyst forecasts, we find that forlow monitoring intensity firms, the opportunistic reporting effect dominates the incentive alignment effect of equity incentives; and equity incentives and earnings management are unrelated when monitoring intensity is moderate or high.Third, with respect to real earnings management, we find a negative relation between equity incentives and real earnings management for high and moderate monitoring intensity firms. Furthermore, for low intensity monitoring firms the negative relation is mitigated, but not completely offset, by the incentive alignment effect. In contrast with our abnormal accrual results, these findings suggest that the incentive alignment effect dominates the opportunistic financial reporting effect with respect to real earnings management. A potential explanation for these findings is that both monitors and managers are aware of the higher potential long-term costs of real earnings management and thus tend to avoid cuts to discretionary expenses (research and development) or increase production.Our primary contribution to the literature on the relationbetween equity incentives and earnings management is that we provide evidence on how this relation varies with the level of oversight by monitoring mechanisms. This is in contrast with most prior studies in this area that either overlook the effects of monitoring (or governance) mechanisms or simply use one or more governance characteristics as control variables (Bergstresser and Philippon, 2006 and Cornett et al., 2008).3 However, a prior study by Weber (2006) also investigates the effects of governance on the relation between CEO wealth sensitivity and earnings management using a random sample of 410 S&P 1500 firms. Weber (2006) finds that CEO wealth sensitivity is positively related to abnormal accruals and that governance does not significantly affect this relation. Weber (2006) defines monitoring intensity by only using the factor that explains the most variance from the principle component analysis. However, this methodology could misclassify firms because monitoring has multiple dimensions and using only one factor ignores the presence of substitutive monitoring mechanisms. Furthermore, in contrast to Weber (2006), using two monitoring intensity factors, we find that monitoring intensity has a significant effect on the relation between equity incentives and earnings management. Additionally, our study uses a broader sample of firms, a longer sample period, and multiple proxies for earnings management.In addition to our primary contribution, we add to the literature in two ways. First, while prior studies on equity incentives and accrual-based earnings management document that the results are dependent on controlling for operating cash flow volatility, we show that for firms with low monitoring, equity incentives are positively related to accrual-based earningsmanagement even after controlling for operating cash flow volatility. Second, we add to the literature by providing evidence on theeffects of monitoring intensity on the relation between equity incentives and real earnings management. To our knowledge, the only other study that investigates the relation between equity incentives and real earnings management is Cohen et al. (2008).4However, Cohen et al. (2008) do not consider the mitigating effects of monitoring intensity on this relation.An important limitation of our study (and other work in this area more generally) is that equity incentives and other governance mechanisms are likely to be chosen endogenously with the firm’s other corporate policies, structures, and features. Thus, while we attempt to mitigate the effects of endogeneity, we cannot definitively rule out the possibility that our results could be affected by endogeneity bias.The remainder of this paper is organized as follows. Section 2 presents a discussion of prior research and our hypothesis development. Section 3 presents our research design choices and their rationale. The evidence is presented in Section 4 and the conclusion in Section 5.2. Prior research and hypothesis development2.1. Prior researchEquity incentives are an important part of firms’governa nce structures that are used to align managers’ interests with shareholder interests (Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent studies suggest that they also motivate managers tofocus on boosting stock price in the short term (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak,2006).Prior studies document mixed evidence on the effect of equity incentives on earnings management. On the one hand, Gao and Shrieves, 2002, Cheng and Warfield, 2005, Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) find that equity incentives are positively related to the absolute value of abnormal accruals. On the other hand, Hribar and Nichols (2007) demonstrate that findings of earnings management in studies that are based on absolute abnormal accruals no longer hold once controls for cash flow volatility are added. Furthermore, in contrast with studies documenting opportunistic effects of equity incentives, Cohen et al. (2008) find a negative relation between real earnings management methods and stock ownership, CEO bonuses, and unexercisable options consistent with incentive alignment effects dominating opportunistic effects. Armstrong et al. (2010a, 226) summarize the findings on the relation between equity incentives and accounting irregularities of all types (including accrual based earnings management) by stating that “no conclusive results have emerged from the literature.”Thus, whether equity incentives result in earnings management remains an open question.2.2. Equity incentives and other governance mechanismsWe view equity incentives as one element of a firm’s overall governancestructure. Furthermore, we note that equity incentives have both an incentive alignment effect as well as an opportunistic financial reporting effect. The incentive alignment effect follows from agency theory which suggests that managerial stock ownership align their interests with shareholders (Jensen andMeckling, 1976). The opportunistic financial reporting effect arises because managers with high equity incentives are motivated to overstate accounting performance and boost stock prices in the short-run. For example, Bar-Gill and Bebchuk (2003) show that when managers can sell shares in the short-run, they will be motivated to misreport performance and misreporting will be an increasing function of the fraction of management-owned shares that could be sold (also see Goldman and Slezak, 2006 and Ronen et al., 2006).If firms choose their governance structures to maximize value, and optimally use equity incentives in conjunction with other governance mechanisms, there will be either a negative relation or no relation between equity incentives and earnings management. Intuitively, any opportunistic effects of equity incentives would be exactly offset by other governance or monitoring mechanisms. However, adjusting governance structures is costly so it is unclear whether most firms end up with optimal equity incentives and monitoring mechanisms in a dynamic environment. Deviations from optimal monitoring raises the possibility that under some conditions the opportunistic effects of equity incentives may dominate or mitigate the。

管理人员必备的英语词汇

管理人员必被备的英语词汇目标mission/ objective集体目标group ｏbjeｃtiveﻫ内部环境ｉnteｒnａlｅｎvｉronｍentﻫ外部环境eｘternaｌeｎvi ｒonmｅnt计划ｐlanninｇﻫ组织organｉzｉng ﻫ人事stａｆｆｉng ﻫ领导lｅaｄiｎｇ控制coｎtrolling步骤pｒocｅsｓﻫ原理prinｃiple方法tｅchnｉqｕeﻫ经理ｍａnager总经理ｇｅneral maｎageｒ行政人员ａdｍinｉsｔrator ﻫ主管人员ｓｕpervisor企业ｅnteｒprisｅ商业busiｎess ﻫ产业industｒy ﻫ公司compａｎy ﻫ效果eｆｆectiveness效率ｅffiｃｉency企业家enｔreｐreneurﻫ权利pｏｗｅr ﻫ职权authoｒitｙ职责responｓibilitｙﻫ科学管理ｓcientific mａｎagement ﻫ现代经营管理modern ｏpeｒatｉonaｌmanagement行为科学ｂｅhaｖioｒsｃienｃe生产率productｉvｉtｙﻫ激励mｏtivateﻫ动机moｔive法律laｗﻫ法规regulａtioｎ经济体系econｏｍiｃsysｔem ﻫ管理职能ｍanａｇｅrial ｆｕnｃtioｎﻫ产品ｐroduct服务service利润prｏfiｔﻫ满意satｉsfaｃｔion归属aｆfilｉaｔiｏｎ尊敬esteeｍ自我实现seｌｆ—aｃtｕａlizａtiｏn ﻫ人力投入humａｎｉnｐut ﻫ盈余surpluｓ收入incｏmｅ成本coｓtﻫ资本货物capiｔaｌgooｄs机器mａcｈｉｎeryﻫ设备ｅｑuipmｅnt建筑builｄing ﻫ存货ｉnventorｙﻫ(２)经验法ｔhe empiricａl aｐproach人际行为法the interpｅrsonal beｈａｖiｏr aｐprｏaｃh集体行为法thｅｇrｏup ｂehavior aｐpｒoａcｈ协作社会系统法the coｏpeｒativeｓｏcｉal syｓｔems apｐroach社会技术系统法tｈe social-technical sｙｓｔｅms ａpｐroacｈ决策理论法ｔｈe ｄecision ｔheｏry apprｏａchﻫ数学法tｈe mａｔheｍaticａl apprｏａch系统法the systemｓapproaｃh随机制宜法the contｉngency apｐｒoach管理任务法ｔhe maｎaｇｅｒial roles apｐｒoacｈ经营法thｅｏpｅratioｎal ａpproach人际关系human rｅｌaｔion心理学psycｈoｌogｙ态度attitudｅ压力ｐｒeｓsurｅﻫ冲突confｌｉｃt招聘recruiｔ鉴定ａppraiｓal选拔ｓeｌect ﻫ培训tｒａiｎ报酬cｏmpensatiｏｎﻫ授权ｄelegaｔioｎｏf ａuthoritｙﻫ协调coｏrdinate ﻫ业绩perfｏrmａｎｃｅ考绩制度mｅrit ｓyｓtem ﻫ表现behaｖｉor下级ｓuborｄinaｔe偏差deviation检验记录inspeｃtioｎｒｅcｏrｄﻫ误工记录record ｏｆlａbｏr—hours lｏstﻫ销售量ｓａles voｌｕme ﻫ产品质量qｕaliｔｙｏf prｏｄucts ﻫ先进技术aｄｖaｎｃｅd tecｈｎology顾客服务customer service策略strategｙ结构struｃｔｕrｅ(3)领先性prｉｍaｃy ﻫ普遍性ｐｅrvasiveness忧虑fｅar ﻫ忿恨resentｍent ﻫ士气moraｌe解雇laｙｏff批发ｗhｏlesale ﻫ零售retail ﻫ程序ｐｒocedurｅﻫ规则ruｌe ﻫ规划pｒoｇraｍ预算budgｅt ﻫ共同作用synｅrgy大型联合企业conglomeｒatｅ资源ｒeｓoｕrce购买acｑｕiｓitioｎﻫ增长目标growtｈgｏal专利产品pｒoprｉｅｔａｒｙprｏduct竞争对手rｉvａlﻫ晋升promotｉon管理决策mａnagｅｒiａl dｅciｓion商业道德ｂusinｅss ethｉcs有竞争力的价格ｃoｍpetitive ｐricｅﻫ供货商suppｌier ﻫ小贩vendoｒ利益冲突conflict ｏf intｅrestsﻫ派生政策deｒivative pｏｌｉcy开支账户ｅxpense ａｃcouｎｔﻫ批准程序appｒoｖaｌｐｒｏcｅdure病假ｓｉck lｅavｅﻫ休假vａｃａtｉon工时laboｒ—hour ﻫ机时mａcｈiｎe—ｈｏｕｒﻫ资本支出ｃａpital ouｔlaｙ现金流量cash flow工资率waｇe rate税收率taｘraｔe股息ｄividend现金状况cash pｏsiｔion资金短缺cａpitａl shoｒtaｇe总预算oｖeraｌl budget资产负债表ｂalanｃe ｓheｅt可行性feａsｉbilitｙﻫ投入原则ｔhｅcｏmｍitmｅnt ｐｒinciple ﻫ投资回报reｔurn on invｅstｍent ﻫ生产能力capacity to prodｕｃe ﻫ实际工作者ｐｒａctｉｔioner ﻫ最终结果eｎd ｒesultﻫ业绩performａnce ﻫ个人利益pｅrsｏnaｌinteｒeｓt ﻫ福利ｗelfare市场占有率maｒkｅｔsharｅ创新ｉｎnovａtionﻫ生产率pｒoductｉviｔy利润率prｏfｉｔability ﻫ社会责任ｐｕblic responｓiｂilitｙ董事会boａrd of direｃtｏｒ组织规模ｓiｚｅoｆtｈe oｒganizａｔioｎ组织文化ｏrganizａtiｏnal cｕltuｒe目标管理mａnagemeｎt bｙｏbjectiｖes评价工具aｐｐraiｓａｌｔoｏl激励方法ｍotivａtionａｌtechｎiqｕes控制手段coｎｔroｌdeviceﻫ个人价值persｏnａl worth优势sｔrengｔh ﻫ弱点weakｎess机会ｏppoｒtｕｎｉｔy ﻫ威胁tｈｒeat ﻫ个人责任perｓoｎａl ｒeｓpoｎｓiｂilitｙﻫ顾问counｓｅlor ﻫ定量目标quaｎtiｔatiｖｅｏbjective ﻫ定性目标ｑualiｔativｅｏbjｅｃｔive可考核目标verｉfiable objecｔiｖe优先priorｉty ﻫ工资表payroll ﻫ（４）ﻫ策略ｓtrateｇｙ政策polｉcｙ灵活性disｃｒetiｏnﻫ多种经营diversifｉｃatｉon评估aｓsessmｅnｔﻫ一致性consistencyﻫ应变策略conｓｉsｔeｎcy stratｅgｙ公共关系public ｒelation ﻫ价值vaｌue ﻫ抱负aｓpiｒaｔion偏见pｒｅjudiｃeﻫ审查revｉeｗﻫ批准apｐrｏvａl ﻫ主要决定mａjor decｉsion分公司总经理divisｉon general ｍａｎagｅｒ资产组合距阵portｆolio ｍａtrix ﻫ明星ｓtar问号quｅsｔioｎmarｋ现金牛cash cow ﻫ赖狗dog采购prｏｃuremｅnt ﻫ人口因素demographiｃｆactor地理因素gｅｏgｒaphic factoｒ公司形象comｐany imａge ﻫ产品系列prｏduｃt liｎe合资企业ｊoiｎt ｖentuｒe ﻫ破产政策lｉqｕidation strategy紧缩政策ｒetｒeｎchment stｒaｔeｇy战术tａcｔiｃs(5) ﻫ追随ｆolｌowｅｒsｈｉp ﻫ个性ｉndｉviduaｌiｔｙ性格peｒｓoｎality ﻫ安全sａｆｅty自主权laｔitude悲观的pesｓiｍisｔiｃﻫ静止的sｔatｉｃﻫ乐观的ｏptｉmistｉc动态的ｄｙｎａmic灵活的flexiｂlｅ抵制rｅsiｓｔancｅ敌对antagｏnism折中eｃlectic(6)激励moｔivaｔiｏnﻫ潜意识subconscｉous地位sｔatus情感aｆfｅcｔiｏn欲望ｄesirｅ压力presｓｕre ﻫ满足sａtisfactｉonﻫ自我实现的需要nｅedｓfor sｅlｆ-actualｉzation尊敬的需要esteem needｓﻫ归属的需要affiliａｔion needs ﻫ安全的需要seｃuriｔy needs生理的需要pｈｙｓｉｏlogicａl needs ﻫ维持maｉntenance ﻫ保健hygieｎe ﻫ激励因素moｔiｖａｔｏrﻫ概率probabiｌity ﻫ强化理论rｅinforcemｅnt thｅｏrｙ反馈feedback ﻫ奖金bonｕs股票期权ｓtoｃk oｐtion ﻫ劳资纠纷ｌaboｒdispｕte缺勤率ａbsentｅeism人员流动tｕrｎover奖励ｒewａrｄ（７）ﻫ特许经营fｒanｃhise ﻫ热诚zｅaｌﻫ信心confiｄence ﻫ鼓舞ｉｎspiｒe ﻫ要素iｎｇredieｎt 忠诚loｙａlty奉献ｄevoｔion作风style品质ｔｒait适应性aｄａpｔability进取性aggressiｖeness ﻫ热情ｅｎthusiasm ﻫ毅力peｒsｉｓteｎce人际交往能力interpｅrｓoｎａl sｋills ﻫ行政管理能力ａdmiｎisｔratｉｖe ａbilｉty ﻫ智力iｎtellig ｅnce专制式领导autｏcratｉc leader民主式领导ｄemocratic ｌeaderﻫ自由放任式领导free－rein ｌeader ﻫ管理方格图the maｎagerial ｇriｄ工作效率woｒkｅｆｆiｃiency服从obeｄieｎｃe领导行为leaｄer bｅhavior ﻫ支持型领导ｓupｐorｔive leａdｅｒsｈip ﻫ参与型领导parｔicｉpａtｉｖｅlｅaｄershiｐﻫ指导型领导iｎstｒuｍｅntａl ｌeadeｒship成就取向型领导achｉevement—orieｎted leaｄerｓｈip。

英文翻译译文修改5月22日

Why do firms repurchase stock to acquire another firmRobin S. WilberPublished online: 3 August 2007Abstract:This study investigates firms that repurchase their stock to finance an acquisition. Since research shows that cash-financed acquisitions perform better than stock financed acquisitions, why do firms that have available cash initiate the extra transactional step. I find these firms are well compensated for their efforts, especially in the long run. On average, these firms have negative abnormal returns prior to their repurchase announcements and thus may choose repurchasing to signal undervaluation. Furthermore, the stock acquisition step allows these firms to share risk, counteract the negative effects of dilution,and enjoy a tax advantage for their efforts.Keywords: Acquisitions Method of payment Repurchases1 IntroductionThis study investigates the enigmatic decision by a firm to take on the extra transactional step to repurchase its shares with cash and then use those shares to finance an acquisition, rather than use the cash to directly finance the acquisition. It would seem to be far easier, if a firm has the cash available, to acquire the target firm with the cash. This is even more of an enigma when it is well known that cash offerings perform better than stock offerings.I find that firms that in a sample of 96 firms that repurchase shares to finance an acquisition from 1995–2002 are well compensated for their efforts. The most compelling argument as to why firms would take on the extra financing step is to achieve the best of both the stock-financing acquisitions and cash-financing acquisitions. These firms experience risk sharing with the target firms, counteract the negative effects of dilution by repurchasing shares first, and enjoy a tax advantage for their efforts. This is important to firms that want to use stock financing but are concerned about the historical negative returns of firms acquiring another firm with stock. Also this is an important research topic that has not been addressed.The organization of this paper proceeds as follows. The first part discusses merger and acquisition literature. The second section develops the hypotheses and methodology. The third section reports the empirical findings and the last section summarizes and concludes.3 Prediction, data and methodology3.1 HypothesesBased on previous research,9 if a repurchase is conducted in order to finance an acquisition it may also carry with it the poor stock return reactions that have been associated with bidder firms conducting acquisitions. However, researchers have made a clear distinction between cash-financed acquisitions and stock-financed acquisitions. If a firm uses cash to repurchase shares which are then used to acquire a target firm, this is not straight cash or straight stock-financed. Many researchers have documented losses to bidding firms that use stock. The use of repurchased shares to conduct an acquisition is stock-financed and may result in the negative abnormal returns associated with stock-financed acquisitions. On the other hand, using repurchased stock to finance an acquisition is just adding a step to a cash-financed acquisition and thus may act according to previous research and have no negative abnormal returns or possibly slightly positive returns.Additionally, using a repurchase to facilitate an acquisition begs further investigation. Why would a firm go through such transactional gymnastics? It would be simpler and lesscostly in time and dollars to just conduct an acquisition with cash.10 Therefore, there must be some benefit to taking on this additional cost. It may be that the premium to acquire is less with a stock-financed acquisition than with a cash-financed acquisition for the bidding firm will not need to compensate the target firm for its immediate tax consequences.It is possible that the repurchase announcement gives managers the anticipated positive stock price return reaction which more than offsets the anticipated decrease in stock price with an acquisition announcement. In a sense, this may extinguish the negative return reactions associated with a straight stock offering and allow bidder managers to pay a smaller premium at the acquisition. If this is the case, I expect that these firms may have better long-term performance than firms that do not take the extra transactional step since they would be less likely to overpay for the acquisition.Finally, purchasing accounting does carry a long term tax advantage. Normally stock offered acquisitions do not use purchase accounting. However, if the firm uses repurchased shares it can only proceed with purchase accounting. This is an advantage to the long-term cash flows of the combined firms.In order to test, I will conduct a difference in means between firms announcing both a repurchase jointly with an acquisition and firms that announce an acquisition without a repurchase.Hypothesis 1 Abnormal return (at the announcement date and long-term postannouncement) will be less negative for firms that announce repurchase intentio ns with an acquisition announcement than for firms that only announce the acquisition.This test will be performed at the announcement date for announcement date effects and also 2-year and 3-year post-announcement.Table 1 summarizes the hypotheses put forth in the literature. Most of the hypotheses make predictions on the method of payment choice. I question why firms would use cash to repurchase shares in order to conduct a stock-financed acquisition. Since the bidder firm’s wealth is not hurt by cash acquisitions and the combined firm wealth is, on average, better with cash, it is perplexing as to why a firm would incur additional transactions fees and most likely incur labor costs to take this extra financing step that at first glance does not appear to carry benefits.I review the hypothesis with this question in mind. My sample is of firms which either have the cash available at the repurchase announcement or did not make a credible repurchase announcement. If they have the cash available, then according to the cash availability hypothesis they will prefer to use it if they are undervalued. Since the firm has chosen not to use the cash for the acquisition, but rather for the repurchase, the cash-availability hypothesis suggests that the firm is overvalued. However, if the firm is overvalued it is not likely it would choose to repurchase its own stock as suggested by Travlos (1987). Thus, it is feasible that using cash directly to purchase another firm or using cashindirectly with repurchased share financing is inconsequential to the cash availability hypothesis in that both announcements are indicative of undervaluated bidder shares.The investment opportunity hypothesis predicts that a high-growth bidder will prefer stock because it will afford the high-growth firm with future financial flexibility. This hypothesis is not applicable to cash flush firms with moderate growth. The signaling hypothesis is a little problematic in that the repurchase signals undervaluation and the subsequent stock-financing signals overvaluation. Although it is unlikely that a firm sets out to send mixed signals, it is possible that a firm prefers to use stock (i.e., for risk sharing and future tax benefits) and plans to mitigate the bad news of overvaluation indicated with a stock financing by offsetting with the undervaluation signal of the repurchase announcement.The risk-sharing hypothesis is consistent with the extra financing. If a firm is concerned about the post-merger performance of the target firm then stock financing will mitigate this concern. Thus, if the target firm will represent a significant portion of the combined firm, it may be the preference of the bidder firm’s managers to share the risks, even if evidence of poor stock-financed acquisitions is predominant.The target firm managers may have a preference for stock financing in order to maintain some control in the merged firm. Ghosh and Ruland (1998) show a strong, positive association between managerial ownership of target firms and the likelihood of acquisitions for stock. They suggest that target firm managers’ have preferences for control rights and want to enhance their chances of retaining jobs in the combined firm. Thus, if the target is large enough in comparison to the bidder and the target firm’s managers have some control, they may be in the position to influence the financing decision. In the extreme, the target may be able to influence the bidder to first repurchase its shares and then to pass the shares on to the target firm’s shareholders. T his argument may hold for the target manager shareholders; however, the argument fails for all the other target shareholders who should prefer cash due to the higher premium. It has also been suggested; however, that the higher premium is nothing more than compensation for the forced tax consequences and thus the high premium quickly disappears net of taxes.The control hypothesis states that if a manager desires to maintain his ownership position in the firm, he or she will prefer stock to finance an acquisition in order to maintain control. A repurchase decreases the total outstanding shares and thus serves to increase the ownership position of the non-tendering shareholders. Thus, managers with a high concern for their ownership position would favor repurchase of shares first to mitigate the loss in ownership position if a stock-financed acquisition was pursued over the preferable cash acquisition.Pooling accounting (stock financing) and repurchasing activities are both consistent withmanager objectives of increasing earnings per share. Thus, if a manager’s compensation were tied to earnings per share, both repurchasing shares and stock-financed acquisitions would supplement the manager’s compensation. Thus, the pooling versus purchasing hypothesis would be consistent with the doubled transactions. Furthermore, the doubled transactions may create favorable tax results. Purchase accounting creates a tax burden on the target firm. Thus, stock financing is beneficial for both risk-sharing and tax consequences. Cash financing has historically better returns. Thus, it is possible that by taking on the extra transactions the firm is taking advantage of both types of financing and entering into a win–win situation.Finally, if it is not the method of payment that matters but only whether the acquisition is a good fit and increases the focus of the firm, then the transactions that preceded the acquisition may not be the important issue. This argument suggests that although it appears inefficient to use cash to repurchase shares to be used for the acquisition of another firm, this method of payment may not be predictive of poor post-merger stock price returns that have been documented by numerous researchers. If the bidder acquires a firm that increases its focused line of business then value should be enhanced and the method of payment is immaterial. Similarly, if the bidder attempts a diversifying acquisition, the market would be expected to respond negatively.These studies suggest that a viable control for a value-enhancing merger versus a valuedecreasing merger could be determined by whether the merger increases or maintains its focus or decreases its focus in diversification attempts. Flanagan and O’Shaughnessy (2003) use primary SIC codes to classify transactions core-related in their paper that explores which firm characteristics influence the size of acquisition premiums. Flanagan and O’Shaughnessy classify an acquisition as core-related if both the acquiring and target firms share the same three or four digit SIC code. I will separate my firms that announce repurchase intentions to conduct an acquisition as value enhancing if the firms have the same three or four digit SIC code and are thus core-related focus increasing or preserving firms. Firms will be considered focus decreasing if the acquiring and target firms do not share three or four digit SIC codes and appear un-related.3.2 SampleThe sample of firms announcing a repurchase in order to facilitate an acquisition are collected from Securities Data Corpor ation’s Mergers and Acquisitions database and Repurchases database. I begin by collecting all repurchase offers with an acquisition (ACQ) purpose. Financial firms (SIC codes 6000-6999) and regulated utilities (SIC codes 4910-4949)were removed because they are believed to face a different incentive structure around repurchase activity. Imposing these restrictions results in an initial sample of 103 firms with a repurchase announcement between 1995 and 2002. The sample is reduced to 96 firms with usable return information available from CRSP. At first glance, 96 firms may seem a relatively small sample size. After all, many firms repurchase their own shares and many other firms conduct acquisitions. However, it is very important that such a small sample can s how such powerful results. In studies with large sample sizes even small numerical differences can be statistically significant. This study finds significance without the statistical power afforded to large samples.Using the same database, I searched for acquisition announcement dates 1 year before and 1 year after the sample firms’ repurchase announcement and found that two-thirds (66) of the sample firms made both the repurchase and acquisition announcement on the same date. Of those 66 firms, nearly one-half (32) had announced the acquisition at a previous date in addition to the second announcement made in conjunction with the repurchase announcement. Of the firms that did not make the acquisition announcement of the same date as the repurchase announcement, 10 of them made the acquisition announcement prior to the repurchase announcement and eleven made the acquisition announcement after the repurchase announcement.3.3 MethodologyI use standard event-study methodology using the market model estimated by both ordinary least square and the method of Scholes and Williams (1977) to measure abnormal returns (see Thompson (1995)) The least squares estimation period ends 46 days before the event date and is 255 days in length. I use daily data and my periods of interest are the prevent window (-30, +2), the announcement window (-1, +1) and post-event periods of (+2, +30), 2-years and 3-years after the announcement. The equally-weighted and value-weighted market indexes are both used as benchmarks in my study. The abnormal returns are calculated with Eventus software. I also use a cross sectional regression of abnormal returns on characteristics where the dependent variable is the observed CAR and the independent variables are a matrix of characteristics. My independent variables are shown in Table 2 with their predicted signs.4 ResultsTable 3 presents abnormal return data for my 96 firms that announce repurchase-financed acquisitions. The returns are relative to the repurchase announcement date with the except ionof Panel C, which is at an acquisition announcement date. Panel A shows the full sample of 96 firms. The CARs show the generally positive abnormal returns consistent with other researchers’ results.Two-thirds of the sample firms announce the repurchase and the acquisition on the same date. The abnormal returns to this group shown in Panel B are similar, if not a little more significant then the entire sample of firms.Panel C is very interesting in that one-third of the repurchased-financed firms had acquisition announcements prior to making the repurchasing announcements. Thus, at the time of the first acquisition announcement there would be little indication that the firms planned repurchase as part of the financing. Thus, ex ante the abnormal return reaction should be similar to all other acquisitions. Panel C, although only slightly significant, shows generally positive results, which is contrary to the prevailing documentation on acquisition returns.Table 4 directly tests hypothesis 1 and finds that prior to the acquisition announcement both the stock-financed and cash-financed firms show the characteristic negative abnormal returns. The repurchase group shows no abnormal returns and the groups are not different from each other. At the acquisition announcement event date all groups show moderate positive abnormal returns. The most interesting results begin to appear within 90 days of the acquisition announcement where the groups become very different from each other. The cash-financed (-1.8%) and stock-financed (-6.3%) acquisitions show negative abnormal returns, whereas the repurchase-financed acquisition is slightly positive (1.3%).This distinction continues into the long-term with significantly negative abnormal returns for both the cash-financed (_33.4% for 2-year post) and stock-financed (-99.7% for 2-year post) acquisitions and significantly positive for the repurchase-financed (11.8% for 2-year post) returns. Thus, firms that take on the extra transactions seem to be well compensated for their efforts. This table strongly supports my hypothesis. Not only do these repurchased-financed acquisition firms not exhibit the characteristic negative abnormal returns of both cash-financed and stock-financed, these firms show positive CARs 2-years and 3-years post-announcement. I attribute this to the firms reducing their tax burden by completing a purchase accounting acquisition. Straight cash-financed acquisitions also have this advantage; however, a cash-financed acquisition is not able to share the risk with the target shareholders in the merged firm. Furthermore, a straight cash-financed acquisition may have to pay a premium to target shareholders to compensate the target shareholders with an increase in tax burden due to their most likely gain on the stock sale.ExecuComp data was obtained for the three types of distinct acquisition financing groups. Data on 175 firms using only cash financing, 100 firms using only stock financing and only three firms using repurchases financing were found. Due to the extremely small sample size of the repurchasing acquisition firms, no further testing was attempted to differentiate the officers’ stock ownership or options.However, information that could be obtained through the compustat database to differentiate the firm choice of acquisition financing.公司回购股票进行融资收购原因分析罗宾南威尔伯2007年8月3日摘要：本文研究公司回购其股票，然后进行融资收购。

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外文翻译原文：Stock Option Compensation and EarningsManagement IncentivesThis study focuses on the relation between the structure of executive compensation and incentives to manage reported earnings. Specifically, we examine whether the use of stock options relative to other forms of pay influences discretionary accrual choices around option award dates. We conduct this study in part because of the apparent trend over the past two decades toward the use of options in executive pay. Compensation research has consistently shown that option awards, measured on a fair value basis, now represent on average the largest component of CEO pay (Murphy [1999]; Baker [1999]; Matsunaga [1995]; Yermack [1995]). Not surprisingly, this trend seems to have contributed to increased scrutiny of CEO pay and to have led directly to several public policy initiatives during the 1990s.For example, accounting standard setters adopted a series of rules that greatly expanded investor reporting requirements on options (SEC [1992, 1993]; FASB [1995]), and, in 1993, Congress enacted tax legislation intended to curb nonperformance-based executive pay (see Reitenga et al. [2002]; Perry and Zenner [2001]). Furthermore, as reported in the financial press, criticism of the magnitude of option awards, including criticism by investors, seems to occur regularly (e.g.Orwall [1997]; Jereski [1997]; Fox [2001]; Colvin [2001]). Standard setters and politicians are currently reexamining disclosure rules, offering evidence that options continue to be a difficult public policy issue (Schroeder [2001]; Hamburger and Whelan [2002]; WSJ [2002]).Until recently, academic research has typically focused on testing the use of options within an agency theory framework, primarily examining incentive alignment aspects. Arguably, by tying executive pay to stock price outcomes, options encourage managers to make operating and investing decisions that maximize shareholder wealth (Jensen and Meckling [1976]). Though results are mixed, the empiricalevidence on options as a component of executive pay has generally supported such agency-based predictions. However, other studies document unexpected effects on the firm as well, including surprising evidence that awarding options can induce opportunistic behavior by management. The line of research most relevant for our study is one that suggests that managers manipulate the timing of news releases or option award dates (or both) as a means of increasing the fair value of their awards. For example, Aboody and Kasznik (2000) report evidence indicating that managers time the release of voluntary disclosures, both good and bad news, around award dates in order to increase the value of the options awarded. Since the exercise price of the option is typically set equal to the share price on award date, managers can conceivably increase their option compensation by releasing bad news before the award date. Consistent with this reasoning, Chauvin and Shenoy (2001) find that stock prices tend to decrease prior to option grants, while Yermack (1997) finds that stock prices tend to increase following option grants. The former effect would typically decrease the exercise price of the option at award date. The latter would increase the option's intrinsic value afterward.One way managers can influence the stock price of the firm is to manipulate reported performance (Subramanyam [1996]). We argue that the evidence in Aboody and Kasznik regarding voluntary disclosures in general implies that there could also be an incentive to manage reported earnings. We extend Aboody and Kasznik by examining whether option compensation creates incentives for CEOs to actively intervene not only in the timing of voluntary disclosure, but in the financial reporting process as well. We predict that managers receiving a relatively large portion of their compensation in the form of options will use discretionary accruals to report lower operating performance hoping to temporarily suppress stock prices.In addition to addressing the concerns of policymakers, our research is motivated by the fact that while a good deal of research has examined the role of bonus plans in motivating managers' self-interested behavior (e.g., Healy [1985]; Lambert and Larcker [1987]; Lewellen et al. [1987]; Gaver et al. [1995]; Holthausen et al. [1995]; Reitenga et al. [2002]), relatively little published research investigates how stockoption compensation influences such behavior. Our study could provide insight on whether standard option compensation practice influences the quality of reported earnings.To conduct our study, we examine compensation and firm performance data on 168 firms during the time period 1992-98. We obtain data from a variety of sources, including Compustat, the Wall Street Journal annual survey of executive compensation and proxy statements. We estimate a model of the discretionary accruals component of reported annual earnings as a function of several factors including (1) the ratio of option compensation to other forms of pay and (2) the timing of annual earnings announcements and award dates. As predicted, we find evidence that option awards influence the financial reporting process. Firms that compensate their executives with greater shares of options relative to other forms of pay appear to use discretionary accruals to decrease current earnings. Furthermore, this effect appears to be stronger if the executive announces earnings prior to an option award date. Our results extend previous research by documenting that managers appear to intervene in the financial reporting process in an attempt to increase the value of their awards.The rest of our paper is structured as follows. In Section 2, we develop our research hypotheses. Section 3 describes our research design, and Section 4 presents our main results and details on sensitivity tests. Finally, Section 5 discusses these results and their implications for executive compensation practices.Based on previous studies and our own review of proxy statements, it appears that the process of awarding options follows a standard pattern (Yermack [1997]; Aboody and Kasznik [2000]). Awards are formally determined by a compensation committee of the board of directors and are nearly always made once per year, typically with an exercise price equal to share price on award date.As noted in the introduction, most of the academic research on the use of stock options has used an agency theory framework, approaching the structure of executive pay as a solution to various agency problems. Early research such as DeFusco et al. (1990) and Yermack (1995) yielded mixed results, leaving significant unansweredquestions about the prevalence of options. Perhaps because of better data availability, recent agency-based research has provided more consistent results. For example, studies by Core et al. (1999), Core and Guay (1999), and Bryan et al. (2000) appear to support the theory that executive pay structure in general, and the use of options in particular, reflects firms' agency costs.However, other lines of research on options indicate that executive compensation practices could produce unintended consequences for the firm. For example, Lambert et al. (1989) find that firms exhibit lower than predicted dividend payment levels after adopting executive stock option plans. Because the payoff on an option is determined by stock price appreciation rather than total shareholder return (appreciation plus dividends), dividend reduction increases option value. While apparently good for option-holding executives, such a dividend policy might not be fully anticipated by, or in the best interests of, shareholders. Pursuing a similar argument, Jolls (1996) finds that stock repurchases tend to replace cash dividends as executive option holdings increase. In addition, the line of research that we extend documents that manipulation of voluntary disclosures and/or award dates could increase the value of option compensation. Taken together, the evidence suggests that while option compensation practices are likely to mitigate some types of agency costs, the same practices might induce other forms of opportunistic behavior. We discuss these findings in more detail along with other relevant research on earnings management below.Prior research suggests that managers manipulate earnings to achieve a variety of objectives, including "income smoothing" (Gaver et al. [1995]; DeFond and Park [1997]), long-term bonus maximization (Healy [1985]), avoidance of technical default of debt covenants (Dichev and Skinner [2001]), and avoidance of losses and declines in earnings (Burgstahler and Dichev [1997]). Murphy (1999) suggests that option compensation and outright stock ownership by managers give rise to divergent incentives, with stock ownership focusing managers' efforts on achieving higher total shareholder returns and options rewarding only share price appreciation relative to the exercise price. Several empirical studies provide support for these predictions (Lambert et al. [1989]; Lewellen et al. [1987]). We conjecture that these divergentincentives could motivate managers to manipulate earnings up or down as a function of compensation structure and other factors.As an example, Matsunaga (1995) argues that, when firms are under financial distress, they attempt to reduce compensation expense by substituting options for bonus pay. Matsunaga also finds that income-increasing accounting policy choices are positively related to option awards. By extension, this result could imply a positive relation between income-increasing discretionary accruals and option compensation. However, Matsunaga examines only the associations between options and various financial characteristics of the firm, and his analysis does not directly examine any earnings management incentives related to option compensation.In a paper that directly addresses the association between voluntary disclosure and option compensation, Aboody and Kasznik (2000) find that managers opportunistically time the release of good and bad news in order to increase the value of their option awards. Their study provides evidence that managers receiving options prior to earnings announcements are more likely to issue preemptive "bad news" voluntary disclosures (as opposed to mandatory earnings announcements) prior to the option award. This evidence indicates that by positioning such disclosures in advance of an award date, managers in their sample are able to increase the value of option awards by an average of 16 percent. Consistent with this evidence, Chauvin and Shenoy (2001) find that stocks exhibit abnormal negative returns leading up to award dates, while Yermack (1997) finds abnormal positive returns following awards, Aboody and Kasznik also document that returns in the period immediately surrounding the earnings announcements are lower for those firms awarding options prior to the earnings announcement than for those awarding options after the earnings announcement. These results suggest that, all else equal, firms disclosing earnings prior to the award date might report lower earnings relative to those firms disclosing earnings after the award date.In contrast to Aboody and Kasznik (2000) and Chauvin and Shenoy (2001), Yermack (1997) concludes that the timing of an option award is conditional on the favorability of earnings announcements. Specifically, managers tend to receiveoptions prior to (after) the release of favorable (unfavorable) earnings announcements. The author interprets these results as evidence that managers benefit from opportunistic timing of option awards.Similar to Aboody and Kasznik (2000), Yermack documents statistically significant increases in award values due to abnormal returns after award date, suggesting that economic gains accrue to managers who can influence the timing of their awards.Note, however, that in all three of the above studies, the authors implicitly assume that reported earnings are exogenous. In other words, previous research does not explicitly consider the possibility that managers can intervene in the financial reporting process to influence the reported outcome. Of course, the simple fact that options are awarded to managers would not necessarily lead to associations between option awards and management of discretionary accruals. However, given that prior research suggests that managers use accounting discretion to accomplish a variety of earnings management objectives, we propose an effect from the use of options as follows. The relative magnitude of option compensation and CEO wealth effects documented by Aboody and Kasznik (2000), Chauvin and Shenoy (2001), and Yermack (1997) could give rise to incentives to not only manage disclosures or option award dates, but to influence reported earnings as well.ConclusionsThis study has examined CEO compensation structure and incentives to manage earnings. Our purpose has been to investigate empirically whether managers' discretionary accrual choices are influenced by the magnitude and timing of their stock option awards. We model accrual choices as a function of the value of annual option awards relative to other forms of pay, along with several control variables for various incentives or disincentives to manage earnings. Our analysis provides strong evidence that the discretionary accruals component of annual earnings is influenced by relative option compensation. Managers who receive large option awards appear to make income-decreasing accrual choices as a means of decreasing the exercise price of their awards. This result held even when we examined a subset of firms that otherwise seemed to be under pressure to increase reported earnings. Additionalanalysis indicates that, consistent with our assertion, the negative relation between options and accruals is stronger when the firm makes a public earnings announcement in advance of the award date.Source: Terry Baker, Denton Collins, Austi n Reitenga, 2003. “Stock Option Compensation and Earnings Management Incentives”. Journal of Accounting, Auditing and Finance, V ol.18, No.4, pp. 556-82.译文：股票期权奖励与盈余管理动机本课题集中于研究管理层薪资水平的结构和管理报告盈余的动机两者之间的关系。