published_or_final_version / Business / Master / Master of Philosophy

Cette thèse a pour objectif de démêler la nature de la relation entre « actionnariat salarié » et « création de valeur », dans le cadre de la gouvernance actionnariale et partenariale. Les principaux résultats dégagés montrent que la relation entre « actionnariat salarié » et « création de valeur actionnariale » est curvilinéaire prenant la forme de U-inversé : elle est positive pour des niveaux faibles d’actionnariat salarié et négative si le pourcentage de droits de vote revenant aux salariés dépasse 3%. Aussi, un effet positif de l’ « actionnariat salarié » sur la « part de la valeur créée allouée aux salariés » est constaté, et ce uniquement pour un actionnariat salarié significatif. Au dessous du taux de 3%, le pourcentage du capital et le pourcentage des droits de vote détenus par les salariés ne montrent aucune influence significative. Quant à l’étude de l’influence de certains mécanismes de contrôle sur la relation étudiée, les principaux résultats dégagés se résument comme suit : Au-delà du seuil stratégique légal de 33%, la concentration du capital semble avoir un effet de modération positif sur la relation actionnariat salarié - création de valeur actionnariale et la relation actionnariat salarié - part de la valeur créée allouée aux salariés. La propriété managériale, si elle dépasse le seuil stratégique légal de 33%, semble modérer négativement la relation actionnariat salarié - création de valeur actionnariale et positivement la relation actionnariat salarié - part de la valeur créée allouée aux salariés. La participation de salariés actionnaires au conseil modère négativement la relation entre « actionnariat salarié » et « création de valeur actionnariale » ; alors qu’elle modère positivement la relation entre « actionnariat salarié » et « part de la valeur créée allouée aux salariés ». / The present thesis investigates the nature of relationship between the employee stock ownership and the wealth creation, in the framework of the shareholder governance and the stakeholder governance. Results indicate a non linear relation between both the employee stock ownership and the shareholder value creation taking an inversed-U form. In fact, a positive relation associates these variables for low levels of employee stock ownership. Starting from a level of 3%, the relation became negative. Results notice also a positive impact of employee stock ownership plan on the share of value allocated to employees when the percentage of employee stock ownership is significant. Under than 3% the employee stock ownership and the voting rights held by the employees presents a non significant impact. The principal results on the influence of certain mechanisms of control on the studied relationship between the employee stock ownership plan and the wealth creation are summarized as follows : Beyond the legal strategic level of 33%, the concentration of capital seems to have a positive moderating effect on the relation employee stock ownership plan – shareholder wealth creation and the relation employee stock ownership plan - share of the wealth allocated to the employees. The management ownership if exceeds the legal strategic level of 33% seems to exert a negative moderating effect on the relation between employee stock ownership and shareholder wealth creation but a positive one on the relation between the employee stock ownership and the share of the wealth allocated to the employees. The presence of the employees’ shareholder in the board of directors moderates negatively the relationship between the employee stock ownership plan and the shareholder wealth creation and positively that between the employee stock ownership plan and the share of the wealth allocated to the employees.

本研究探討盈餘反應係數 (盈餘之評價功能) 與盈餘酬勞反應係數 (盈餘之監督功能) 相對大小與公司治理之關聯性。 實證結果發現，公司規模越大與董監持股越高的公司，會計盈餘的評價角色重於其監督的角色。 相反的，當資訊不對稱以及席次偏離倍數越大時，公司的會計盈餘之評價功能越弱。 / Earnings have two important roles, valuation and stewardship. The relative importance valuation and stewardship has not been examined closely by existed studies. The purpose of this study is to fill this gap. My findings show that larger firm size and greater amount of stock held by the board increase the relative importance of the valuation role of earnings. In contrast, more severe information asymmetry and larger control deviation increase the relative importance of the stewardship role of accounting.

This work collected four years of financial data from an employee-owned firm and a traditionally-owned firm from the same industry. The data were then organized to provide measures of three dimensions of corporate performance: (1) employee turnover, (2) productivity, and (3) profitability. Based upon a review of the literature, employee stock ownership plans (ESOP) are reported to enhance corporate performance after their adoption. Additionally, ESOPs are purported to perform better than traditionally-owned companies. This dissertation developed hypotheses to ascertain whether or not the particular ESOP used in this study conformed to these expectations. The first set of three hypotheses was tested using multiple regression techniques to determine if the ESOP experienced a reduction in turnover, an improvement in productivity, and an increase in profitability following its conversion to employee-ownership. The results of the regressions found that there was no incremental significance. There was no improvement noted in the performance of the ESOP firm. Another component of this investigation was to determine whether improvements in corporate performance were temporary or permanent phenomena. This portion of the research was rendered superfluous when no improvements were available for analysis. The final question that was examined was whether the ESOP would demonstrate better performance than a traditionally-owned control firm during the post-intrusion period. There was no significant difference discovered in productivity and profitability. A marked difference was identified in terms of turnover. However, it was the traditionally-owned firm which performed better than the employee-owned firm—the opposite of what was predicted. These findings, although interesting, had to be evaluated as inconclusive because of innate differences between the treatment and control firms. The variance between the two companies may be attributed to such factors as company size and marked differences in their respective labor markets. The ESOP used in this study did not demonstrate any of the changes in performance that had been predicted.

This dissertation explores the issues of mixed oligopoly, restructuring, and M&A that occurs in turn on the stages of policy set-up, preparation, and performing when the government attempt to privatize the state-owned enterprises (SOEs). On the policy set-up stage, private firms in domestic market are not necessary confined to originate at home country. Foreign private firms may establish an oversea subsidiary and create a mixed oligopoly market structure at home country. In addition, those foreign private firms may not passively accept all the trade policies that came from the government decision of home country. Mixed oligopoly competition between one domestic public firm and one subsidiary of foreign private firm is been formulated to investigate the following questions: (1) how the agents compete under the cases that home country government adopts policies such as corporate tax rate, repatriation tax rate, and partial offering public stocks; and the foreign private firm implements strategies such as vertical integration and transfer pricing; (2) the impact on social welfare and the decision of optimal public stock-offering ratio while home country government¡¦s policies and foreign private firm¡¦s strategies have changed. New findings include (1) Home country government can not maximize social welfare by simply adopting strategic policies; (2) For home country government, the best strategy for privatizing SOEs maybe partial privatization; (3) For home country government, ¡§mass privatization¡¨ should be avoided as the means of manipulating domestic market shares. On the preparation stage, an incentive scheme model is designed to analyze the governance mechanism for improving SOEs¡¦ situation. First, different types of SOEs are classified according to their own ability and the employees¡¦ attitude for privatization. By offering a sound device of incentive scheme, the government is able to strengthen the SOEs¡¦ ability and employees¡¦ desirability. Within a one-stage symmetric information game framwork, it proves that SOEs with high ability and their employees with high privatization desirability can implement the highest amount of public stock offering ratio. Next, it utilizes a two-stage asymmetric game model for discussing how to improve the SOEs¡¦ ability and how to encourage the employees to support privatization. By providing an incentive contract, the government not only can coerce the SOEs but also can inspire their employees to reveal their true information. The due process of public stock offering is able to strengthen the abilities of SOEs via ¡§restructuring¡¨ on the one hand, and to facilitate the issue of ¡§training subsidies¡¨ for hatching the entrepreneurship of employees on the other hand. Finally, it investigates the impact on public stock offering ratio for the amount of specific grants, and found that the more generosity of incentive contract, the higher the public stock offering ratio. On the performing stage, it adopts the incentive theorem to analyze the outcome of SOEs¡¦ privatization by inviting a named firm. The named firm takes over the SOEs through M&A for the purpose of long-term operation. In order to encourage the employees of the privatized company working more aggressively, the named firm comes up incentive schemes including bonus-sharing and Employees Stock Ownership Plan, ESOP. It found that whether there exists information asymmetry or not between the named firm and the employees of the privatized company will affect the following decision-makings: the level of the employees¡¦ effort, the willingness of the employees¡¦ stock-holding, and the achievement of the named firm¡¦s profit maximizing objective. In particular, it shows that the change of the contents of the incentive schemes will affect the bargaining outcomes between the named firm and the trade union of the SOEs on the issue of working conditions after privatization.

Univ., Diss. u.d.T.: Kyriakakis, Konstantinos: Die Überwachung des Managements einer US-amerikanischen Aktiengesellschaft durch institutionelle Anleger--Osnabrück, 2000. / Nebent.: Überwachung des Managements durch institutionelle Anleger.

Recent research has suggested that interest alignment, i.e., the degree to which members of an organization are motivated to behave in line with organizational goals, is a source of competitive advantage that can generate rents for the firm (Gottschlag and Zollo, 2007). Drawing on agency theory, this dissertation tests whether the interest alignment premise manifests itself differently in the strategic behavior of family-controlled firms when compared to their nonfamily peers. In particular, for firms in the S&P 500, I evaluate the results of two important strategic policies; mergers and acquisitions, as well as CEO compensation practices. In studying acquisitions made by family and nonfamily firms in the S&P 500 index from 1992-2006, I find that family firms are more careful when embarking on actions leading to mergers than non-family firms, as evidenced by their selection of smaller targets and targets who are in related businesses. I also find that there is a preponderance of cash purchases by family firms that does not vary with market movements and that completion times for merger transactions are shorter than for non family firms. The care and concern with which family-controlled firms choose their "mates" translates into higher stock returns when compared with non-family firms. Overall, I believe that family-controlled firms derive value from their merger and acquisition strategy. With regard to CEO compensation practices, I find that family firms provide strong incentives to the CEO for superior performance but pay significantly lower than nonfamily firms in terms of both salary and stock-based pay. The pay-for-performance sensitivity between annual stock returns and total compensation is significantly greater for family firms in general, and for family CEOs when compared with compensation of CEOs in nonfamily firms. The pay-for-performance sensitivity is in turn positively related to firm performance, suggesting that firms with greater pay-for-performance sensitivity (family controlled firms) also perform better. The analyses in my thesis thus illustrate that family-controlled firms and non-family firms in the S&P 500 differ in their strategic decision-making. It would be fair to say that family firms have longer investment horizons and give deliberate thought to expending resources whether for acquisitions or for CEO pay, and may suffer lower agency costs than nonfamily firms due to family governance (and public monitoring) which may lead to their relative superior performance. This dissertation finds that each acquisition made by a family controlled firm generates an extra return of 0.50% when compared with a nonfamily firm, and family controlled firms earn 0.50% every year directly attributable to pay-for-performance sensitivity. The study thus underlines and reiterates the importance of instilling the long-term view in the management of all firms, lowering agency costs, and aligning the interests of managers with those of stockholders for superior financial performance / Ph. D.

. / Corporate acquisitions are classified as part of “the market for corporate control” in which management teams are facing constant competition from other management teams. If the team that currently controls a company is not maximizing the value of the company’s assets, then an acquisition will likely occur and increase the value of the company by replacing its poor managers with good managers. This dissertation focus on two issues on mergers, the first compares the strategy between mergers and joint ventures. The second investigate how much liquidity should the acquirer preserve and what is the equilibrium price of the acquired firm in considering the merger strategy. Drawing upon the incomplete contract theory, I examine the criterion of the strategic choice between joint ventures (JVs) and mergers when two firms contemplate vertical integration. The model reaches the following conclusions: (1) some ownership provision to the acquired company after the mergers may prove to be more lucrative to the acquirer than 100% takeover; (2) given the same equity share arrangement for JVs and mergers I conclude that these two firms should choose to merge or be merged rather than JVs; (3) I derive the optimal equity share arrangement in both JVs and mergers when ownership provision is considered as a strategic means. In addition, I also compare the welfare and effort of both companies in JVs and mergers under symmetric cost structures, and find that mergers would provide greater social efficiency and welfare than 50-50 JVs when the acquirer’s equity share is between 30% and 65%. Firms are concerned that they may in the future be deprived of the funds that would enable them to take advantage of exciting growth prospects, strengthen existing investments or simply stay alive. I specifically examine a firm’s liquidity need in order to grasp any future opportunity of mergers and acquisitions. However, a firm’s manager (borrower) can shed his interim wrongdoings (misbehavior) under the pretext of further financial need for mergers and acquisitions because he knows that he can easily raise sufficient cash from lenders to cover any adverse shock. My study derives the conditions that when this soft-budget-constraint (SBC) problem will occur. It happens when the interim income is small. Moreover, I analyze how the purchase price of acquisition is affected by this soft-budget-constraint syndrome. If there is SBC problem, the acquisition price will be raised by the investors when the interim income is small. Besides, a firm with severe moral hazard problem will be merely able to offer a smaller purchase price for the acquisition. On the contrast, a firm with a stronger balance sheet will be able to secure a greater credit line and offer a more attractive price for the acquisition. The empirical study of U.S. firms during 1988 to 2006 supports my conclusions.

This is a study on the effect of management and CEO stock ownership on company performance. A regression analysis is performed on panel data consisting of a sample of 30 companies listed on OMX Stockholm Mid Cap. A total of 210 and 2520 observations is considered on a yearly and monthly basis, respectively, for seven years (2010-2016). The Hausman test is applied for determining between the fixed effects and random effects regression models. Results show that management relative stock ownership has a significant positive effect on company net income growth and return on assets. The effect is not significant for CEO stock ownership, which is contrary to what commonly has been shown for large companies in previous research. Moreover, alternative methodology is discussed for the benefit of the future researcher. The authors illustrate how the selection of dummy variables can be vital for final model outcomes, and it is thus an important aspect to consider when performing panel data analysis. / I den här studien undersöks hur aktieinnehav hos ledning och den verkställande direktören i ett företag påverkar företagsutvecklingen. Studien genomförs med regressionsanalys på paneldata som består av 30 företag, samtliga noterade på OMX Stockholm Mid Cap. Totalt samlas 210 och 2520 observationer på årsbasis respektive månadsbasis över sju år (2010-2016). Hausman-testet används för att bestämma vilken av fixed effects-modellen och random effects-modellen som ska användas i regressionen. Resultaten visar att relativt aktieinnehav hos ledningen har en positiv signifikant påverkan på ett företags nettoinkomstutveckling och avkastning på tillgångar. Den verkställande direktörens aktieinnehav visas inte vara signifikant, vilket är motsatt till det som generellt har visats för stora företag i tidigare forskning. Regressionerna genomförs även med alternativa metoder, vilka det resoneras kring i en diskussion som bör vara till gagn för vidare forskning. Författarna illustrerar hur val av dummy-variabler kan ha en avgörande betydelse för regressionsanalysen, och att det således är en viktig aspekt att ta hänsyn till när regressioner genomförs på paneldata.

員工持股計畫是由財經律師Louis Kelso所創，在美國已行之多年，廣為美國企業所採。最早的員工持股計畫是一種為了和平地從資本家手中移轉資本給員工、縮減貧富差距的工具。為了使這個計畫可以持續有效地運作下去，立法者將員工持股計畫為退休金計畫的一種，使員工必須長期持有股票，直到退休。然而在實務運作上，員工持股信託經常被運用為防止敵意併購的工具。尤有甚者，某些公司內部人會利用員工持股計畫為自己取得大量資金、移轉投資風險,但仍可保留對於公司的控制力。這些行為都有可能對股東及員工造成不利的影響，但在現行法制下，只能仰賴司法者透過判決保護這些經濟及資訊上的弱勢族群。 在台灣，員工持股計畫雖然已廣為許多企業所採用，但是發展了將近20年，只能成為另一種員工持有股票的工具。員工擁有的股票數量並不足以使其在股東會上贏得一個受公司內部人重視的地位，也不足以倚賴這些股票作為退休金之用。這種規模上的差異是台美員工持股計畫最關鍵的不同點。小規模雖然使員工持股計畫帶來的優勢少了許多，但相對地也減低許多代理成本，至今未有員工持股計畫侵害大量員工利益的事件爆發。然而這不表示員工持股計畫在台灣就是個可以被忽略的問題，若能在未來建立一套有效率的立法制度，使員工持股計畫的規模擴大，員工將可因此享受到更多公司盈餘，並且使其退休生活受到保障。相對地，參考美國員工持股計畫的問題後，也可以預先設想未來可能發生的弊端，未雨綢繆。本文相信，一個有效率的員工持股計畫，可以實現解決貧富不均的理想。 / Employee stock ownership plan (ESOP) which is created by Louis Kelso is brought to practice for many years. Many enterprises use it as their retirement pension plan. The earliest employee stock ownership plan to transfer the capital frome capitalists to labors and reduce the disparity between the rich and the poor.In order to make the plan work out continueously and effectively, the legislator devise ESOP as a pension fund which makes employee own stock chronically until they retires. However, in practice, ESOP is usually exercised for preventing hostile takeover. Moreover, some company insiders may use ESOP TTO get a great deal of capital and transfer the investment risk, but still own the controlling power to their company. This behaviors will cause some harmful effects to the shareholders and the employees, but in the current legal system,the only one we can depend is the judge who can protect the minority in the economic and the information. ESOP is exercised by many enterprises in Taiwan. But after 20 years, it can only become one of the tools which assist employees to acquire company stocks.The number of shares which employees owns can’t make them have a posi-tion which let the company insiders take account in the shareholder committee and have enough amounts for their retirement pensions.This disparity in scale is the keypoint what is different between Tiwan and the U.S. ESOP. Althoygh small scale makes the adventage of ESOP decrease, it reduce lots of agency costs. To this day, there’re not any events which injure the interests of employees by ESOP. Never-theless, it doesn’t mean that ESOP in Taiwan is a issue which can be neglected. If we can establish an efficient legal system and extend the scale of ESOP, employees can obtain more company interests and have a security of their retirement life.In the opposite, after researching the problem of the U.S. ESOP, we can assume the culpably misconduct which will happen in the future and repair the house before it rains。Ｉ believe that a efficient ESOP can realize the ideal to solve the problem of uneven distribution of the wealth.