Standard principal-agent theory predicts that the pay-performance sensitivity (PPS) decreases in the risk of the firm. An alternative literature argues that entrenched executives as in weakly governed firms use compensation contract to extract the rent, which renders risk irrelevant in determining PPS. This paper uses event study approach to test both principal-agent model and CEO power theory by studying changes in executives’ compensation contract around litigation events. Consistent with principalagent model prediction, we find that, after the initiation of litigation, PPS drops, compensation shifts from performance-sensitive component (equity) to performanceinvariant component (cash). In addition, all the changes reverse themselves after litigation settlements. To test CEO power theory, we further partition the event firms into firms with good and bad corporate governance. We find that the PPS in firms with bad corporate governance increases after lawsuit and decreases after the settlement. This suggests that litigation brings the bad compensation practice of poorly governed firms to the limelight and forces firms to discipline their CEOs temporarily during the litigation period (so called “limelight effect”), which lends indirect support to CEO power theory. Our results are robust to a battery of sensitivity tests including two endogeneity tests.

This study analyzes the effect of social pressures on CEO compensation focusing on social interactions within 60 miles of the firm. Social premiums in CEO pay are in excess of what can be explained by firm performance and characteristics, corporate governance, and local economic variables. Using the S&P 500 companies during 1994-2005, we show that the average social premium in a social circle with 31 CEOs (the 75th percentile of social circles) is $1.29 million higher than that in a circle with six CEOs (the 25th percentile). Golfing, sharing directors, and comparing mansions are likely avenues of social interactions.

Lin, Cai, and Li (1998) argue that under information asymmetry, SOE managers can use state-imposed policy burdens as excuses of poor performance and make the State accountable for it. The argument implies that turnover-performance sensitivity of SOEs decreases as policy burdens increase and that such impact depends on the extent of information asymmetry. Accordingly, this paper empirically explores how policy burdens affect top management turnover of Chinese listed firms between 2000 and 2005. We find that high surplus labor significantly reduces the sensitivity of chairman turnover to performance for state-controlled firms, while private firms do not exhibit such a pattern. Furthermore, our results show that high surplus labor reduces the turnover-performance sensitivity more for firms with greater information asymmetry. Overall, we find strong evidence supporting the implications of Lin, Cai, and Li (1998). In addition, we find that chairman turnover of Chinese firms is sensitive to different performance measures for state-controlled firms and private firms.

This paper investigates control mechanism and accounting information used for control mechanism, shaped by government incentives for business. Using a sample of China's state-owned enterprises (SOEs) from 2001 to 2005, it finds that the likelihood of top management turnover in China's SOEs, which is an important aspect of corporate control mechanism, is inversely associated with two types of accounting information of firm performance, firm-specific accounting performance and relative accounting performance, which is induced by the interests of Chinese government for the economic performance and political competition. Further, this paper finds that relative accounting performance, especially regional relative accounting performance, receives more weight in turnover decisions if a SOE is a local monopolistic firm or in local monopoly, because relative performance measure could offer a relatively simple benchmark for local government to assess manager's quality and provide stronger incentive scheme in China's political environment. By seeking deeper understanding into government incentives, the findings imply that induced by government incentives, effective corporate governance which is based on distinguished characteristics of accounting information exists in an economy highly involved by government.

This article tests several predictions of tournament theory on executive compensation in the context of a transition economy. Using an unbalanced panel which consists of a total of 34701 executives in 450 publicly listed firms in China during 1999 and 2006, we find that (1) pay increases as executives move up the corporate hierarchy into higher ranks; (2) pay gap is the largest between the first and second tier executives, although it does not increase monotonically across all executive ranks; and (3) pay dispersion increases with the number of tournament participants and the level of noise in the business environment. In addition, we find evidence that state ownership of shares reduces executive compensation and pay gap, and corporate governance structure affect pay dispersion. Overall, our study shows that listed firms in China, as they become more and more market-oriented, have adopted a pay structure that is largely consistent with the predictions of tournament theory, and that it is important to consider both ownership structure and corporate governance in analyzing executive compensation structure.

We investigate the performance and characteristics of acquiring firms on 1148 M&A on the two Chinese stock markets from 1998 to 2003. Using the market model, the CAPM model and the buy-and-hold methods, we find significantly positive abnormal returns before (6 months) and upon M&A announcements, while the long-run abnormal returns (6 months) after M&A are insignificant. Within our sample, cash is the dominant payment method and the competition during M&A is low. The cross-sectional analysis on acquirers' market performance upon announcements shows that the political advantages of acquiring firms have a significantly positive impact on the acquirers' performance, while the economic advantages do not. Cross-provincial M&A and better corporate governance create value to acquiring firms. Finally, cash payment impacts positively and regulation development impacts negatively the performance of acquiring firms during M&A.

Many prior studies have been devoted to financial distress of Chinese listed companies over the last two decades. However, these distressed companies are still failed to find out the exact determinants of financial distress. Therefore, the purposes of this paper are to provide an investigation of financial distressed companies trading on Chinese Stock Exchanges, and to elaborate the determinants of falling into financial distress by using a panel data set containing information on the stock market under Binary Logit Model during the period 1998-2005. The empirical findings present the relationship between 13 independent variables and the probability of financial distress, and particularly analyze the impact of corporate governance on Chinese financial distressed companies. Of these corporate governance variables, agency costs and ownership structure appear to be important factors to affect the probability of financial distress.

In this paper, we investigate the agency costs of government ownership and their impact on corporate governance and firm value. China is used as a laboratory because of the prevalent state shareholdings in exchange-listed firms. In this context, we specifically consider the trade-offs involved in the voluntary formation of an audit committee when the controlling shareholder is the state. The decision to improve corporate governance (in this case, introduce an audit committee) is shown to be value relevant and a function of existing agency relationships and non-trivial implementation costs. Our findings are robust to the level of pyramid groups, the ownership-control wedge, and financial leverage. The research adds to the debate regarding the effect of government shareholdings on corporate culture and performance - a topic that has taken on renewed importance in recent times.

Following the economic theory of venture capital financing, a corporate governance framework would be economically efficient for VC investments if it can help to reduce the agency costs resulted from information and incentive problems. As a highly successful model in global VC industry, the standard VC investment contracts in the Silicon Valley practice largely embody such framework. By analyzing the currently effective laws and regulations of China that are relevant to the investments by foreign venture capitalists, this paper paints a practical picture of how can foreign VC investors do business in China. It is shown that, the recent (starting from 2005) outflow of a set of new legal norms can be seen as a dividing point for the VC investing practice in China – the previously prevalent mode “offshore structuring, offshore listing” is challenged, and both the investment and exit are gradually pulled onshore. This being said, the current Chinese laws and institutions still cannot fully entertain the contracting and governance model prevalent in the Silicon Valley VC investment practices, and in this light, this paper goes on to discuss, in particular, various strategies that may be availed by foreign VC firms to tap and/or subvert the Chinese laws and regulations when financing Chinese new ventures. Finally, under the theme of globalization and crossborder corporate governance convergence, this paper provides a general comment on the currently applicable Chinese legal framework, and stresses the importance of converging towards efficient legal rules through contracts in the global competitive village.

In this paper, we examine the cost of equity capital for politically connected firms. After controlling for several firm- and country-level determinants, our results show that politically connected firms have a lower cost of equity capital than their nonconnected peers. Our results are robust to alternative measures and proxies for the cost of equity capital. We thus provide strong evidence that investors require a lower cost of capital for politically connected firms, suggesting that these firms are generally considered to be less risky than non-connected firms. Our findings imply that the benefits of political connections outweigh their costs. We conjecture that this perception is fueled by the soft budget constraints generally enjoyed by politically connected firms, and by their lower default probability, given the assurance of corporate bailout in the event of financial downturns.