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1、股权结构与公司业绩外文翻译 外文翻译Ownership Structure and Firm Performance: Evidence from IsraelMaterial Source: Journal of Management and Governance Author: Beni Lauterbach and Alexander Vaninsky 1.Introduction For many years and in many economies, most of the business activity was conducted by proprietorships, pa

2、rtnerships or closed corporations. In these forms of business organization, a small and closely related group of individuals belonging to the same family or cooperating in business for lengthy periods runs the firm and shares its profits. However, over the recent century, a new form of business orga

3、nization flourished as non-concentrated-ownership corporations emerged. The modern diverse ownership corporation has broken the link between the ownership and active management of the firm. Modern corporations are run by professional managers who typically own only a very small fraction of the share

4、s. In addition, ownership is disperse, that is the corporation is owned by and its profits are distributed among many stockholders. The advantages of the modern corporation are numerous. It relieves financing problems, which enables the firm to assume larger-scale operations and utilize economies of

5、 scale. It also facilitates complex-operations allowing the most skilled or expert managers to control business even when they the professional mangers do not have enough funds to own the firm. Modern corporations raise money sell common stocks in the capital markets and assign it to the productive

6、activities of professional managers. This is why it is plausible to hypothesize that the modern diverse-ownership corporations perform better than the traditional “closely held” business forms. Moderating factors exist. For example, closely held firms may issue minority shares to raise capital and e

7、xpand operations. More importantly, modern corporations face a severe new problem called the agency problem: there is a chance that the professional mangers governing the daily operations of the firm would take actions against the best interests of the shareholders. This agency problem stems from th

8、e separation of ownership and control in the modern corporation, and it troubled many economists before e.g., Berle and Means, 1932; Jensen andMeckling, 1976; Fama and Jensen 1983. The conclusion was that there needs to exist a monitoring system or contract, aligning the manager interests and action

9、s with the wealth and welfare of the owners stockholders Agency-type problems exist also in closely held firms because there are always only a few decision makers. However, given the personal ties between the owners and mangers in these firms, and given the much closer monitoring, agency problems in

10、 closely held firms seem in general less severe. The presence of agency problems weakens the central thesis that modern open ownership corporations are more efficient. It is possible that in some business sectors the costs of monitoring and bonding the manager would be excessive. It is also probable

11、 that in some cases the advantages of large-scale operations and professional management would be minor and insufficient to outweigh the expected agency costs. Nevertheless, given the historical trend towards diverse ownership corporations, we maintain the hypothesis that diverse-ownership firms per

12、form better than closely held firms. In our view, the trend towards diverse ownership corporations is rational and can be explained by performance gains. 2. Ownership Structure and Firm Performance One of the most important trademarks of the modern corporation is the separation of ownership and cont

13、rol. Modern corporations are typically run by professional executives who own only a small fraction of the shares. There is an ongoing debate in the literature on the impact and merit of the separation of ownership and control. Early theorists such as Williamson 1964 propose that non-owner managers

14、prefer their own interests over that of the shareholders. Consequently, non-owner managed firms become less efficient than owner-managed firms. The more recent literature reexamines this issue and prediction. It points out the existence of mechanisms that moderate the prospects of non-optimal and se

15、lfish behavior by the manager. Fama 1980, for example, argues that the availability and competition in the managerial labor markets reduce the prospects that managers would act irresponsibly. In addition, the presence of outside directors on the board constrains management behavior. Others, like Mur

16、phy 1985, suggest that executive compensation packages help align management interests with those of the shareholders by generating a link between management pay and firm performanceHence, non-owner manager firms are not less efficient than owner-managed firms. Most interestingly, Demsetz and Lehn 1

17、985 conclude that the structure of ownership varies in ways that are consistent with value imization. That is, diverse ownership and non-owner managed firms emerge when they are more worthwhile. The empirical evidence on the issue is mixed see Short 1994 for a summaryPart of the diverse results can

18、be attributed to the difference across the studies in the criteria for differentiation between owner and non-owner manager controlled firms. These criteria, typically based on percentage ownership by large stockholders, are less innocuous and more problematic than initially believed because, as demo

19、nstrated by Morck, Shleifer and Vishny 1988 and McConnell and Servaes 1990, the relation between percentage ownership and firm performance is nonlinear. Further, percent ownership appears insufficient for describing the control structure. Two firms with identical overall percentage ownership by larg

20、e blockholders are likely to have different control organizations, depending on the identity of the large stockholders. In this study, we utilize the ownership classification scheme proposed by Ang, Hauser and Lauterbach 1997. This scheme distinguishes between non-owner managed firms, firms controll

21、ed by concerns, firms controlled by a family, and firms controlled by a group of individuals partners. Obviously, the control structure in each of these firm types is different. Thus, some new perspectives on the relation between ownership structure and firm performance might emerge. 3. Data We empl

22、oy data from a developing economy, Israel, where many forms of business organization coexist. The sample includes 280 public companies traded on the Tel-Aviv Stock Exchange TASE during 1994. For each company we collect data on the 1992?1994 net income profits after tax, 1994 total assets, 1994 equit

23、y, 1994 top management remuneration, and 1994 ownership structure. All data is extracted from the companies financial reports except for the classification of firms according to their ownership structure, which is based on the publications, “Holdings of Interested Parties” issued by the Israel Secur

24、ities Authority, “Meitav Stock Guide,” and “Globes Stock Exchange Yearbook”. The initial sample included all firms traded on the TASE about 560 at the time. However, sample size shrunk by half because: 1 according to the Israeli Security Authority the Israeli counterpart of the US SEC only 434 compa

25、nies provided reliable compensation reports; 2 147 companies have a negative 1992?94 average net income, which makes them unsuitable for the methodology we employ; and 3 for 7 firms we could not determine the ownership structure. The companies in the sample represent a rich variety of ownership stru

26、ctures, as illustrated in Figure 1. Nine percent of the firms do not have any majority owner. Among majority owned firms, individuals family firms or partnerships of individuals own 72% and the rest are controlled by concerns. About half 49% of the individually-controlled firms are dominated by a pa

27、rtnership of individuals and the rest 51% are dominated by families. Professional non-owner CEOs are found in about 15% of the individually controlled firms. 4. Methodology: Data Envelopment Analysis In this study, we measure relative performance using Data Envelopment Analysis DEA. Data Envelopment

28、 Analysis is currently a leading methodology in Operations Research for performance evaluations see Seiford and Thrall, 1990, and previous versions of it have been used in Finance by Elyasiani andMehdian, 1992, for example. The main advantage of Data Envelopment Analysis is that it is a parameter-fr

29、ee approach. For each analyzed firm, DEA constructs a “twin” comparable virtual firm consisting of a portfolio of other sample firms. Then, the relative performance of the firm can be determined. Other quantitative techniques such as regression analysis are parametric, that is it estimates a “produc

30、tion function” and assesses each firm performance according to its residual relative to the fitted fixed parameters economy-wide production function. We are not claiming that parametric methods are inadequate. Rather, we attempt a different and perhaps more flexible methodology, and compare its resu

31、lts to the standard regression methodology Findings. The equity ratio variable represents expectation that given the firm size, the higher the investments of stockholders equity, the higher their return net income. Finally, the CEO and top management compensation variables are controlling for the ma

32、nagers input. One of our central points is that top managers actions and skills affect firm output. Hence, higher pay mangers who presumably are also higher-skill are expected to yield superior profits. Rosen 1982 relates executives pay and rank in the organization to their skills and abilities, and

33、 Murphy 1998 discusses in detail the structure of executive pay and its relation to firms performance. The DEA analysis and the empirical estimation of the relative performance of different organizational forms are repeated in four separate subsets of firms: Investment companies, Industrial companie

34、s, Real-estate companies, and Trade and services companies. This sector analysis controls for the special business environment of the firms and facilitates further examination of the net effect of ownership structure on firm performance. 5.Empirical Results The main results of the empirical findings

35、 reviewed above are that majority Control by a few individuals diminishes firm performance, and that professional non-owner managers promote performance. The conclusions about individual control and professional management are reinforced by two other findings. First, it appears that firms without pr

36、ofessional managers and firms controlled by individuals are more likely to exhibit negative net income.Second, Table IV also presents results of regressions of net income, NET INC, on leverage, size, professional manager dummy, and individual control dummy. 6. Conclusions The empirical analysis of 2

37、80 firms in Israel reveals that ownership structure impacts firm performance, where performance is estimated as the actual net income of the firm divided by the optimal net income given the firms inputs. We find that: Out of all organizational forms, family owner-managed firms appear least efficient

38、 in generating profits. When all firms are considered, only family firms with owner managers have an average performance score of less than 30%, and when performance is measured relative to the business sector, only family firms with owner-managers have an average score of less than 50%. 2Non-owner

39、managed firms perform better than owner-managed firms. These findings suggest that the modern form of business organization, namely the open corporation with disperse ownership and non-owner managers, promotes performance Critical readers may wonder how come “efficient” and “less-efficient” organiza

40、tional structures coexist. The answer is that we probably do not document a long-term equilibrium situation. The lower-performing family and partnership controlled firms are likely, as time progresses, to transform into public-controlled non-majority owned corporations. A few reservations are in ord

41、er. First, we do not contend that every company would gain by transforming into a disperse ownership public firm. For example, it is clear that start-up companies are usually better off when they are closely held. Second, there remain questions about the methodology and its application Data Envelopm

42、ent Analysis is not standard in Finance. Last, we did not show directly that transforming into a disperse ownership public firm improves performances. Future research should further explore any performance gains from the separation of ownership and control.译文股权结构与公司业绩 资料来源:管理治理杂志作者:贝尼?劳特巴赫和亚历山大?范尼斯基

43、 多年来,在许多经济体中的大多数商业活动是由独资企业、合伙企业或者非公开企业操作管理的。在这些企业组织形式中,有一种小型的与个人密切相关的属于同一家庭或有长期业务合作的团体经营公司并分享公司的利润。 然而,在最近的世纪,一种新的企业组织以非集中所有制的企业结构应运而生并蓬勃发展。现代多种所有制企业已经打破了所有权和公司积极管理之间的环节。现代企业通常都是由职业经理人管理运行,他们仅代表性地拥有很少一部分的股份份额。此外,所有权分散,就是说公司由股东拥有并且其利润在所有股东间进行派发。现代公司的优势是多方面的。它可以缓解融资难问题,使公司能够承担较大规模的经营和利用规模经济。它还有助于复合式运营

44、,使得最有技能的管理者或专家来控制交易,即使他们(职业经理)没有足够的资金来拥有自己的公司。现代企业在资本市场中筹集资金(出售普通股),并将它们分配给职业经理的生产活动。这就是为什么现代多种所有制企业比传统“封闭型”的经营形式要运行得好的假设是合理的。 干扰现代企业运营的因素依然存在。例如,少数人持股公司可发出少数股票筹集资金,扩大业务。更重要的是,现代企业面临一个严峻的新问题?代理问题:管理企业日常经营活动的职业代理人有参与股东的最佳利益分配问题的一个机会。该代理问题源于现代企业所有权和控制权的分离,在这之前它困扰许多经济学家(例如,伯利和手段,1932年;詹森和麦克林,1976年法玛和詹森

45、1983)。结论是企业需要有建立一个监控系统或合同,随着财富和所有者(股东)福利的变动来调整管理者的利益和行为。 代理型问题也存在与封闭型企业,因为总是有少数决策者存在。不过,在这些企业的所有者和管理者之间建立个人关系,并给予更密切的监督,封闭型企业的代理问题一般来说也不太严重。代理问题的存在削弱了中心论点?现代企业所有权开放更有效。这可能是一些业务部门的监控和管理者交涉合作的成本会过高。这也可能在某些情况下,规模化经营和专业管理的优势将是轻微的,而其不足超过了预期的代理成本。然而,对多种所有制企业的历史潮流的分析,我们坚持多种所有制企业比封闭型所有制企业运行得更好的这一假设。我们认为,对多种

46、所有制企业的趋势分析是合理的,并可以通过绩效的增加来解释。 现代企业最重要的标志之一是所有权和控制权的分离。现代企业通常是由只拥有一小部分股份份额的职业经理人来运行的。关于所有权与控制权分离的影响和价值,在一些专著中一直都是一个的争论。早期的理论家如威廉姆森(1964),提出非所有者的经营者相对于成为股东来说宁愿选择他们自己的兴趣。因此,非所有者经营的企业比所有者经营的企业的效率变小了。 较近期的文献重新审视这一问题和预测结果。它指出存在一类机构,来减缓非最优预期和经营者的自私行为。例如,法玛(1980)认为,管理劳动力市场的有效性和竞争,能减少管理人员作出一些不负责行为的可能性。此外,外部董

47、事在董事会的存在约束管理行为。其他,像墨菲(1985)建议生成薪酬管理与企业绩效挂钩的行政补偿方案,帮助企业分配经营者利益。因此,非所有者经理的企业的效率才会不低于所有者经营的企业。最有趣的是,德姆塞茨和莱恩(1985)的结论是,股权结构方式的变化与价值最大化一致。也就是说,当多种所有制和非所有制管理的企业变得更有价值时,他们就会出现。 关于这一问题的实证是复杂的(见Short(1994)摘要)。各种不同的结果的一部分可以归因于之前的研究显示在所有者和非所有者管理控制公司区别的标准差。这些标准,通常以大股东所有权的百分比为基础,比最初认为的更成问题,因为正如Morck,Shleifer和Vis

48、hny(1988)和Mc Connell和Servaes(1990)证明的那样,所有权比例和公司绩效的关系是非线性的。此外,为描述控制结构,仅出现所有权比例是不充分的。大股东总持股比率相同的两个公司很可能有不同的控制机构,这取决于大股东的特性。 在这项研究中,我们利用昂,豪瑟和Lauterbach(1997)提出所有权分级方案。这项计划区分非所有者经营的企业,由家族控制的企业和以个人(合作伙伴)集团控制的企业。显然,控制结构在每种公司类型下是不同的。因此,在股权结构与公司绩效的关系可能会出现一些新的观点。 我们从一个发展中的经济体?以色列中采用数据,因为以色列有不少的企业组织形式能够并存。样本

49、选取了1994年间在特拉维夫证券交易所(特拉维夫)上市交易的280家上市公司。对于每一个公司,我们收集的数据包括1992年到1994年的3年净收入(税后收入),1994年的总资产,1994年的股票,1994年高层管理人员的薪酬和1994年股权结构。除了按照股权结构分类的企业数据外,所有数据均摘自出版在由以色列证券管理局颁发的“利益方控股”、“Meitav股票指南”和“金球奖财务报告联交所年鉴”上的企业财务报告。 样品中的公司代表了丰富多样的股权结构。简单来说,9%的公司没有任何大股东。在大多数国有企业中,个人(家族或合伙企业)拥有72%的所有权,其余是由控制问题。约一半(49%)的单独控制的公司是由个人合伙的,其余(51%)是由家族控制为主。发现约15%的单独控制企业聘请了专业(非所有者)的首席执行官。因此以色列的数据样本能较为全面的分析股权结构与公司绩效的关系。