斯洛文尼亚后私有化时代的管理层持股与公司业绩文献翻译

1、.PAGE ：.；原文： Managerial Ownership and Corporate Performance in Slovenian Post-Privatization PeriodAbstractWhile Slovenian post-privatization period has been characterized by a decline in the ownership of the non-managerial owners (employees), managers have been increasing their control. Moreover, gi

2、ven that the optimal ownership stake (as stated by the managers) in the year exceeded their actual share by . percentage points, we expect the managers to continue consolidating their ownership also in the future. The aim of our paper is to describe the main trends in the ownership of Slovenian corp

3、orations in the post-privatization period and to provide an answer to the basic economic question: what is the influence of the ongoing consolidation of managerial ownership on the performance of Slovenian firms. The empirical analysis testing that relationship is based on a panel of Slovenian firms

4、 in the period - and does not provide relevant evidence on positive effects of the increasing managerial control on the performance of Slovenian firms. If any, positive incentive effect is observed only in the firms with managers holdings exceeding -percent, only with regards to firm financial perfo

5、rmance (but not total factor productivity) and only in firms that are not listed on the capital market. Furthermore, the negative effect of the current gap between the optimal and actual managerial ownership seems to prevail over any positive incentive effect arising out of managerial ownership. Int

6、roductionThe increasing managerial ownership, apart from the reduction in the ownership of State-controlled funds and employees, represent one of the main features that characterize the ownership changes in the Slovenian post-privatization period. Most prominent are the increases in managerial stake

7、s in non-listed firms, in which the transfer of ownership realizes at relatively low prices and mostly remain publicly undisclosed. Moreover, given that Slovenian managers still claim to be unsatisfied with their current ownership stakes (at the end of the optimal ownership stake of an average Slove

8、nian manager exceeded his actual ownership stake by . percentage points), we expect the observed trends in the evolution of the ownership and control of Slovenian corporations to continue in the same direction also the future. The accumulation of ownership in the hands of managers is further motivat

9、ed by the relatively low transparency of the ownership transfers in Slovenia. In any case, it is not the aim of that paper to discuss the fairness of the observed redistribution of the privatized capital, neither to deal with the importance of such redistribution for the preservation of the domestic

10、 ownership，but rather to provide an answer to the basic economic question, namely to determine the impact of the observed increases in the managerial ownership on the performance of Slovenian firms.We start in the second section with an overview of the managerial ownership as a corporate governance

11、mechanism in the developed market economies. Third section provides further evidence on the role of the managerial and insider ownership in transition economies and especially in Slovenia (section ). Fifth section states the main hypotheses on the influence of the managerial ownership on firm perfor

12、mance in Slovenia. The main empirical models underlying the analysis of the relation between managerial ownership and firm economic efficiency and financial performance are presented in the sixth section. The last section states the main empirical results and concludes. Managerial ownership as a cor

13、porate governance mechanismBlockholdings represent one of the main factors of distinction between the insider (Continental European) and outsider (Anglo-Saxon) systems of corporate governance. While the ownership and control structure of most of the corporations listed in the United Kingdom and in t

14、he United States still mostly reflect the typical Berle and Means corporation and the market for corporate control one of the main mechanisms alleviating the conflict of interests between the managers (agents) and owners (principal), large blockholders in the Continental Europe gain control over the

15、ir agents through concentrating their ownership and voting rights. In any case, blockholders can be found in the outsider governance system as well. For example, half of the firms listed on the New York and NASDAQ Stock Exchanges on average have three shareholders with at least percent ownership blo

16、cks. However, on the contrary to the Continental Europe, institutional investors or board members hold most of these blocks. While the former usually stay passive and don t intervene in the firms decision-making, managers normally hold between and percent of the voting rights and decisively particip

17、ate in the governance and consequently influence the performance of the firms they own (Becht, ; Holderness and Sheehan, ). Similarly, for a sample of USA listed corporations Holderness, Kroszner and Sheehan () report percent average managerial stakes; since the share of capital held by the managers

18、 increased by approximately percentage points. Other empirical studies confirm that, upon the practice of board remunerations with shares and stock options, managerial ownership characterizes most of the USA corporations. Moreover, managerial blockholdings can be found in Europe as well; board membe

19、rs of the firms listed on the London Stock Exchange for example represent the second most important group of blockholders and, as such, on average hold percent of the voting rights, among which about percent is held by chief executives (Goergen and Reeneboog, ).The influence of managerial ownership

20、on firms value is related to the perspective that firms value depends on the distribution of ownership between managers and other owners, first underlined by the Berle and Means () and Jensen and Meckling (). Within that contest and the so-called incentive argument, giving managers corporate shares

21、makes them behave like shareholders. In an extreme case (Jensen and Meckling, ), we would have a firm with a single owner-manager and the agency costs reduced to the relationship between the owner-manager and its creditors，that is no equity-related agency costs. The outstanding performance of the fi

22、rms with % ownership has been recently confirmed by Mueller, E. and Spitz, A. (); they argue that the outstanding performance might not only be due to incentives but also due to other, psychological reasons. The theory of the entrepreneurship further promotes the idea that managers, which are also b

23、lockholders, better perceive new business opportunities; as such, that theory somehow complements the incentive theory since it provides an explanation to the positive effect of the managerial ownership in the firms with relatively dispersed ownership structure. Bull () for example finds that, due t

24、o that entrepreneur effect, firms perform better after management buy-outs; when they become owners, managers concentrate on the maximization of the cash flows (rather that on the mere maximization of the current profits as before). On the other hand, upon increasing their ownership and voting stake

25、s, managers also gain the opportunity to expropriate some corporate funds on their own behalf and on the expense of the minority shareholders, namely to gain some private benefits of control. According to Barclay and Holderness (), private benefits of control are one of the main reasons for the exis

26、tence of blockholders in the world. If the desire to obtain these benefits overrules the incentive effect, managerial ownership could actually reduce firms value (the entrenchment effect). Excessive managerial ownership can furthermore reduce the probability of a successful takeover and lead to posi

27、tional conflicts (Stulz, ). Holderness and Sheehan () report firms with majority managrial ownership pay higher compensation to their managers than firms where the majority of the shares are in the ownership of outside owners. Upon the influence of the stated effects, empirical studies mostly eviden

28、ce a non-monotonic relationship between managerial ownership and firms performance. Mork, Shleifer and Vishny () find that firm performance (measured with the Tobin Q) rises as the managerial ownership increases up to %, falls up to the % level and then slightly rises again. McConnell and Servaes fo

29、r () and () firms listed on he NYSE and AMEX find a similar relation (even when controlling for the firms size, industry and outliers); the performance rises up to % of the shares, decreases between and %, while afterwards the relation becomes less clear. Similarly, Hubbard and Palia () also report

30、a quadratic form of the relation between ownership and performance with the maximum at %, while for a sample of smaller firms in Germany, Mueller and Spitz () report a positive effect of managerial ownership up to an percent level. Again, other authors (e.g., Demsetz and Lehn, ) argue that there is

31、no relationship between managerial ownership and firm value since the ownership structure is an endogenous outcome of competitive selection in which various cost advantages and disadvantages are balanced to arrive at an equilibrium organization of the firm. Moreover, managers ownership is not exogen

32、ous, but rather an endogenous variable determined by different variables reflecting the business environment, firm characteristics, differences in the managerial contracting environment and, most importantly, the firm performance itself (Demsetz and Lehn, ; Cho, ). Empirical studies based on a frame

33、work of simultaneous equations, which take into account the endogeneity of the managerial ownership (Agrawal and Knoeber, ; Hubbard and Palia, ; Mueller and Spitz, ) find no strong support to the assumption that managerial ownership positively effects firm performance. Managers and insider ownership

34、 in transition economiesPrivatization in the majority of the Central and Eastern European (CEE) countries creates a new group of owners, the inside owners. Insider distribution and employee buy-outs have in fact represented the main privatization method in out of CEE countries and the second most im

35、portant privatization method in other countries (EBRD, ). Slovenian Privatization Law () introduces the internal distribution and buy out as one of the methods of ownership transformation; at the conclusion of privatization, inside owners (managers, employees, former employees and their relatives) i

36、n fact gained the majority stake in firms (. percent of firms in the process of ownership transformation) employing . percent of employees and (only) . percent of all the capital.At any rate, insider ownership in Slovenia and in other transition countries (see Wright, ; Kalmi, ) has been declining,

37、partly to the benefit of increased managerial ownership. According to Wright et al. (), the persistence of employee ownership is mainly determined by employees feeling like owners and consequently, by the ways through which insider ownership has been obtained; non-owners interests and hence lower ef

38、ficiency of inside ownership are most evident in the firms where shares were distributed to the employees for free and in the firms with complete absence of any outside shareholder control. For Russian firms for example, Wright et al. () observe a non significant effect of inside ownership on firm r

39、estructuring and on the reduction of the excess employment, while the latter is being preserved in the firms with relatively higher managerial ownership; the reluctance of managers to dismiss employees in firms under their control is, according to the authors, the reflection of the managers effort t

40、o gain support from the employees and hence preserve and further strengthen their privileged position (private benefits of control). Firms with higher managerial ownership are further characterized by lower managerial turnover and lower efficiency with respect to the firms with prevalent insider or

41、outsider ownership. The inefficiency of managerial ownership in Russian firms, corruption, political motives and incentives to expropriate private benefits of control have been reported as related to managerial ownership also by other studies (e.g. Boycko et al., and ).On the other hand, an alternat

42、ive group of theoretical models sees the insider ownership as an obvious transitory phase, which takes into account political limitations and hence ensures the acceptability and success of privatizations on a long term (Dewatripont and Roland, ). For the examples of Bulgaria, Hungary, Slovakia and S

43、lovenia Walsh and Whelan () show that political limitations, arising out of the firms position on the markets (that is the orientation towards Western or Eastern markets) mostly influenced the choice between the State, insider and outsider ownership in privatization. The authors claim that, rather t

44、han a political distortion leading to firm inefficiency, these decisions were guided by the search for publicly acceptable solutions, leading towards long-term success. On the other hand, the often cited study by Frydman et al. () reports strong positive effects of privatization on firm performance

45、only in the outsider-dominated firms, while no such effect is reported for the firms in the inside ownership. The study further finds that the impact of a given privatization method varies according to the chosen measure of firm performance and confirms the endogeneity of the firm ownership structur

46、e. The latter fact has been observed also in Slovenia; empirical research confirms that insiders have ended up owning better performing firms (Smith et al., ; Simoneti et al., a). Source: Marko Simoneti and Aleksandra Gregoric,. “Managerial Ownership and Corporate Performance in Slovenian Post-Priva

47、tization Period. Finance Working Paper. April, pp.-.译文：斯洛文尼亚后私有化时代的管理层持股与公司业绩 摘要斯洛文尼亚私营化后期曾经具有以下特征：非管理一切者雇员的一切权下降，管理者提高控制力。此外，思索到年最正确一切权股份超越了他们实践配额.个百分点，他们期望管理者未来继续稳定他们的一切权。这篇文章旨在描画在私有化后期斯洛文尼亚公司一切权的主要趋势，为根本经济问题提供答案：管理者一切权的继续稳定对斯洛文尼亚公司效益有什么影响？测试这个关系的阅历分析是在-年时期的个斯洛文尼亚公司进展，没有提供相关的证据证明管理控制添加对斯洛文尼亚公司效益的积

48、极影响。假设要有的话，积极的鼓励影响只产生在拥有管理者所持股份超越百分之十的公司，仅仅关于公司金融才干而不是全要素消费率，和在资本市场没有上市的公司。此外，当前存在在最正确一切权和实践一切权之间缺口的负面影响看起来超越由管理一切权引起的任何积极鼓励影响。简介管理层持股的增长除了国有控股资金和雇员一切权的减少，代表了斯洛文尼亚后私有化时期一切权改动主要特征之一。最显著的是非上市公司管理股份的添加，一切权转让以相当低价和非公开方式实现。此外，斯洛文尼亚管理者依然对现行一切权分配不称心到年末，斯洛文尼亚管理者平均最正确一切权股份超越实践一切权股份.个百分点。他们预测斯洛文尼亚公司一切权和控股的演化趋

49、势将以同样的方向继续，并且在未来也会如此。在斯洛文尼亚一切权转移的低透明度将推进管理者手中一切权的积累。无论如何，这篇文章的目的不是讨论调查。私有资产的重新分配的公正性，既没有处理国有股份保管再分配的重要性，也没有提供根本经济问题的答案，也就是决议了管理层持股增长对斯洛文尼亚公司业绩的影响。他们在第二部分开场管理层持股的概述，作为兴隆市场经济中的公司治理机制。第三部分提供了关于经济转型中管理层和内部人持股作用的进一步证据，特别在斯洛文尼亚第四部分。第五部分论述了在斯洛文尼亚管理层持股对公司业绩影响的主要假设。第六部分展现了分析管理层持股和公司经济效益、财务情况之间关系的主要实证模型。最后一部分

50、论述了主要的实证结果和结论。管理层持股作为公司治理机制股份制代表内部欧洲大陆和外部盎格鲁撒克逊的公司治理制度区别的主要要素之一。虽然大部分在英国和美国上市的公司的一切权和控制权构造依然主要反映了典型的伯利和米恩斯公司，市场作为公司控制权的主要机制之一减轻了经理人代理人和一切者委托人之间的利益冲突，在欧洲大陆，大股东经过集中过他们的一切权和投票权获得对其代理者的控制。在任何情况下，在治理制度之外也可以发现大股东。例如，在纽约证券买卖所和纳斯达克买卖所上市的公司中有一半平均有三个股东至少持有%的一切权份额。然而，欧洲大陆的情况却是相反的，机构投资者或者董事会成员持有这些份额的大部分。虽然前者通常停

51、留在被动形状，不干涉公司的决策，管理人员通常持有%至%的表决权，果断地参与治理，从而影响他们本人的公司的业绩拜克特，；霍尔德内斯和希恩，。同样地，霍尔德内斯，库洛内尔和希恩对于美国的家样本上市公司报告了平均有%的管理股份；自年以来，管理人员的资本占有率添加了约个百分点。其他的实证研讨证明，经过股票和股票期权的董事会报酬实际，高管持股成为美国大多数公司的特征。此外，在欧洲也可以发现股份制。以伦敦证券买卖所上市的公司为例，董事会成员代表了大股东的第二个最重要的群体，因此，平均持有%的投票权，其中，约有%被行政总裁持有乔耿和瑞纳伯格，。 管理层持股对企业价值的影响与远期企业价值有关，取决于管理者和其

52、他一切者之间的一切权分配，初次由伯利和米恩斯()，詹森和麦考林(提出。在这篇名为“鼓励评论的文章中，给管理人员公司的股份使他们成为股东履行责任。在一个特例中詹森和麦考林，他们会有一个只需独立管理者的公司，代理本钱简化为独立管理者与债务人之间的关系，这就不需求股权相关代理费用。穆勒，E.和斯皮茨，A.最近已证明%控股权的公司出色业绩；他们以为出色的业绩能够不仅是由于鼓励机制，或许还由于其它缘由，如心思缘由。创业学的实际，进一步促进了管理人员也是大股东的思想，能使他们更好地感知新的商业时机；因此，本实际补充了某种鼓励实际，由于它为在一切权相对分散的公司的管理层持股的积极效果构造提供了一个解释。以伯尔为例阐明，由于“企业家效应，在管理层收买后公司会有更好的业绩；当他们成为一切者，管理者专注于现金流最大化而不是像以前一样仅仅是当前利润上的最大化。另一方面，一旦添加他们的一切权和参与表决的股份，管理者也会代表他们本人，牺牲掉小股东而获得争取公司基金的时机，也就是获得一些“控制权私有收益。根据巴克莱和霍尔德内斯，控制权私