The purpose of this paper is to investigate the certification and monitoring roles played by underwriters in IPO earnings management. Prior studies show that IPO issuers have incentives to employ opportunistic earnings management to enhance initial firm values. However, the certification role of underwriters has been largely overlooked. We argue that there is a negative relation between underwriter reputation and IPO earnings management. Moreover, we think that underwriters have strong incentives to continue providing monitoring to the firms they take public due to the lucrative business relationships. We thus hypothesize that there is a positive relation between underwriter reputation and post-IPO firm operating performance. Using a sample of 367 IPOs, we obtain results consistent with our hypotheses. We find that IPOs underwritten by lower-reputation underwriters have more initial discretionary accruals and higher initial firm values, indicating there is a significantly negative relation between IPO earnings management and underwriter reputation. We also find that the post-IPO operating performance of IPOs is significantly and positively related to underwriter reputation. For the robustness test, we consider the possibility that IPO earnings management and the choice of underwriters are endogenously determined. An instrumental variable two-stage least squares regression and a weighted least squares regression confirm the robustness of our results.

This paper tests the relation between large shareholders and firm value using a recent reform in China’s equity market. The reform eliminated the discrepancy between large shareholders’ voting rights and cash-flow rights. The paper finds that large shareholders expropriate less through related party transactions after the reform when the discrepancy between their voting rights and cash-flow rights prior to the reform was larger. It also finds that minority shareholders gain from the reform: firms earn higher excess returns around the reform announcements when the discrepancy was larger. Finally, it provides the evidence of efficiency gains associated with the reform. The paper concludes that the discrepancy between large shareholders’ voting rights and cash-flow rights can lead to efficiency losses.

The article chooses 453 non-financia l listed companies for the regression analysis to study the the ma in factors affecting China listed companies’ cash hold ings, using net increase in cash and cash equiva lents assets ratio(NCAR) as the change index of listed companies ’ cash hold ings, reflects both the change direction and degree of cash hold ings. According to the comprehensive analysis we find: the avera ge cash and equiva lents was increase from 2000 to 2007, and the avera ge NCAR was increasing since 2004; the avera ge NCAR of the non-sta te-controlled listed companies is higher tha n that of state-controlled ones, and the ma ximum and minimum of NCAR are all occurred in state-controlled listed companies; there exists a much significa nt correla tion between cash flow assets ratio and NCAR, the investment opportunities and the nature of domina nt stockholder have significa nt positive effects on NCAR ; and the enterprise size, profitability, the first majority shareholder sharehold ing ratio, executives sharehold ing ratio, concentration ration all have nonsignifica nt effects on NCAR.

This paper studies the optimal contracting problem between shareholders and the agent in a general cash-ow setup, and offers a framework to quantitatively assess the impact of agency problems. Under the structural model of capital structure studied in Leland (1994), we solve the optimal employment contract explicitly, and nd that debt-overhang lowers the optimal leverage. Consistent with the data, our model delivers a negative relation between pay-performance sensitivity and rm size, and the interaction between debt-overhang and agency issue leads smaller rms to take less leverage relative to their larger peers. During nancial distress, a rm’s cash-ow becomes more sensitive to underlying performance shocks due to debt-overhang. We also consider the possibility of debt covenants to alleviate the debt-hang problem.

Recent research has found a positive relationship between firm propensity to pay (PTP) and retained-earnings-to-total-equity ratio (RE/TE). Motivated by a lifecycle theory of dividends, researchers have interpreted RE/TE as a proxy for firm maturity stage. This paper shows that the RE/TE ratios are surprisingly persistent. Consequently, while high-RE/TE firms always have a high PTP, low-RE/TE firms (more than 40% of all firms actually start with a negative RE/TE) always have a low PTP and typically do not pay dividends. We present a growth type explanation for this cross-sectional persistence. Firms with low RE/TE ratios tend to be high growth firms; low (and especially negative) RE/TE ratios reflect persistently heavy issues of new equity and large R&D investments that pay off slowly—a phenomenon related to high growthtype, consistent with the prediction by a generalized Myers-Majluf model. We postulate that low-RE/TE firms, if they start paying dividends, may confuse the market and be pooled with low-growth firms that usually pay dividends. Thus, the absence of dividend paying is consistent with high growth-type and does not hinder the investment plans of low-RE/TE or high-growthtype firms. We conclude that it is growth type and not lifecycle that best explains PTP persistence.

自Fama（1990）阐述了期限结构和优先权结构在债务契约订立和履行中的作用以来，国外相关研究层出不穷。在我国相关研究更多是侧重于期限结构，对优先权结构甚少。本文使用我国2000-2005年A股上市公司的2489个观察值研究了债务契约中优先权结构的影响因素，发现公司性质和省际差异的确显著影响优先权结构安排，而且优先权结构与期限结构相互交叠。这些发现丰富了Modigliani和Miller（1958. 1961）、Fama（1990）和李增泉等（2005）的研究。

本文在控制模型的联合内生性和不可观察公司特征效应的同时，利用Panel data模型对我国金融发展、金融结构和上市公司资本结构的关系进行实证研究。

In this paper, we test the relationship between information asymmetry and acquisition premium in the mergers and acquisitions of the emerging market firms. Based on a sample of the domestic and cross-border acquisitions in twenty emerging countries between 1990 and 2007, we found a strong positive relationship between the acquisition premium paid to the target firms and the level of information asymmetry of the target firms. In addition, we found that higher level of information asymmetry leads to less cash payment and higher propensity of acquiring majority control (>50%) in the target firms. This evidence supports the theory that acquiring majority control is important in high asymmetric information environment. Thus, the higher the information asymmetry the higher is the premium paid by bidding firms in order to obtain majority control in the target firms. In addition, target firms with high information asymmetry have more valuable private information resources that are not accessible to the public investors. Acquiring firms may pay higher premium for such valuable information resources. The hypothesis is supported by the evidence of both the domestic and the cross-border acquisitions in the emerging markets.

This paper extends Lerner and Schoar’s (2004) argument on illiquidity puzzle of private equity funds. We examine the roles that investment illiquidity, along with bounded rationality and rent-seeking behavior, plays in private-equity buyouts. Collectively, investors employ club deals to screen out fund managers who might misuse discretionary rights to engage buyout deals. A club deal is launched by a group of private equity firms that pool their assets together, make a joint bid for a buyout target, and monitor the buyout processes collectively. Thus, this paper aims at clarifying whether or not such discretionary rights improve the choice of buyout target by, as well as the performance of private equity funds. We found that the performance of buyout funds persisted and affected the choice of the club deal as the major monitoring mechanism. This paper contributes to our understandings of investment behavior in private equity buyouts as follows. First, the performance of buyout funds has improved for at least two time periods between 1999 and mid-2007. The phenomenon that fund performance affects the choice of club deals is consistent across a variety of private equity funds, such as buyout, venture, growth, and mezzanine funds. Moreover, risk preference does not affect choice of club deals directly; instead, it has a moderating effect on choice of club deals through its interaction with the location of reference point for risk aversion. Finally, both fund size and fund sequence have U-shaped relations to the choice of club deals, while deal value of buyouts is related positively to the choice of club deals.

本文在代理成本理论的基础上，着眼于我国高管薪酬管制及公司并购的特殊制度背景，以1999－2007年全部A股上市公司为样本，探讨了公司高管发动的并购行为与谋取个人私有收益行为之间的关联性。实证研究的结果表明，我国上市公司并购已经成为高管谋取私有收益的机会主义行为，通过发动并购行动高管获得了更高的薪酬与在职消费，而高管发动并购事件谋求在职消费的私有收益动机最为明显。本文还发现，目前我国的制度环境下管理者持股水平虽然相对较低，但管理者持股能够缓解高管以谋取私有收益为目的发动低效率并购的行为。