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1、代理成本和股权结构外文翻译 外文翻译Agency Costs and Ownership Structure Material Source: THE JOURNAL OF FINANCE ?VOL.LV,NO.1?FEBRUARY 2000 page83-87 Author: JAMES S. ANG, REBEL A. COLE, and JAMES WUH LIN I. Agency Costs among Small Businesses When compared to publicly traded firms, small businesses come closest to t
2、he type of firms depicted in the stylized theoretical model of agency costs developed by Jensen and Meckling1976. At one extreme of ownership and management structures are firms whose managers own 100 percent of the firm. These firms, by their definition, have no agency costs. At the other extreme a
3、re firms whose managers are paid employees with no equity in the firm. In between are firms where the managers own some, but not all, of their firms equity. Agency costs arise when the interests of the firms managers are not aligned with those of the firms owners, and take the form of preference for
4、 on-the-job perks, shirking, and making self-interested and entrenched decisions that reduce shareholder wealth. The magnitude of these costs is limited by how well the owners and delegated third parties, such as banks, monitor the actions of the outside managers. To illustrate, consider those firms
5、 where a single owner controls 100 percent of the stock but hires an outsider to manage the business. On the one hand, agency costs may be small because the sole owner can internalize all monitoring costs and has the right to hire and fire the manager. More specifically, such an owner incurs 100 per
6、cent of the monitoring costs and receives 100 percent of the resulting benefits. On the other hand, the sole owner may not be able to monitor perfectly for the same reasons that he or she hired an outside manager, such as lack of time or ability. Owners of small firms typically lack financial sophis
7、tication, and may not be capable of performing random audits or fully understanding the operating or financial results. Consequently, these firms incur residual agency costs. If these costs are significant, they must reflect a failure of the owners monitoring activities. Potential explanations for t
8、his failure are lax monitoring by the owners and the lack of an adequate monitoring technology available for the owners. In this case, the separation of the management function initiation and implementation versus the control function by nonmanaging owners/shareholders ratification and monitoring, a
9、s suggested by Fama and Jensen 1983a, 1983b, may not be complete or effective. Thus, residual agency costs are still expected in a sole owner firm when the manager is an outsider. Agency costs attributable to the divergence of interests vary inversely with the managers ownership stake. As the number
10、 of shareholders increases from one, the ownership of the owner/manager falls to , where 0 1. Because the manager gains 100 percent of each dollar spent on perks, but only percent of each dollar in firm profit, the manager who owns less than 100 percent of the firm has the incentive to consume perks
11、 rather than to imize the value of the firm to all shareholders. At the extreme is the manager with zero ownership 0, who gains 100 percent of perquisite consumption, but zero percent of firm profits in the case when salary is independent of firm performance. Aggregate expenditure on monitoring by t
12、he nonmanaging shareholders decreases as their individual ownership shares decline. This is due to the well-known free-rider problem in spending for quasi-public goods, such as monitoring effort. Each monitoring shareholder, with ownership i must incur 100 percent of the monitoring costs, but realiz
13、es only i percent of the monitoring benefits (in the form of reduced agency costs). A nonmonitoring shareholder, however, enjoys the full benefits of a monitoring shareholders activity without incurring any monitoring cost. Thus, as the number of nonmanager shareholders increases, aggregate expendit
14、ure on monitoring declines, and the magnitude of owner-manager agency-cost problems increases. Offsetting this relationship are concerns among shareholders about an increase in the probability that the firm will be unable to pay off bank debt or secure future financing from the same or new investors
15、, which may produce some restraint in agency behavior. However, as noted by Williams 1987, these countervailing forces to agency behavior are expected to decline in effectiveness when the firm is not in imminent danger of insolvency To summarize, against the null hypothesis that agency costs are ind
16、ependent of the ownership and control structure,1 we postulate the following hypotheses derived from agency theory when compared to the base case: iagency costs are higher at firms whose managers own none of the firms equity, ii agency costs are an inverse function of the managers ownership stake, a
17、nd iii agency costs are an increasing function of the number of nonmanager shareholders. II. Data Our empirical approach utilizes two fundamental assumptions about agency costs: 1Afirm managed by a 100 percent owner incurs zero agency costs and, 2 agency costs can be measured as the difference in th
18、e efficiency of an imperfectly aligned firm and the efficiency of a perfectly aligned firm. To operationalize this approach for measuring agency costs, we need certain data inputs: i data on firm efficiency measures; ii data on firm ownership structure, including a set of firms that are 100 percent
19、owned by managers; and iii data on control variables, including firm size, characteristics, and monitoring technology. Of these data requirements, the most demanding in terms of availability is item ii because sole-ownership firms typically are not publicly listed, and because financial information
20、on U.S. private firms usually is not available to the public. The Federal Reserve Boards National Survey of Small Business Finances NSSBF, fortunately, does provide financial information about privately held firms, including their ownership structure, and does include a set of firms entirely owned b
21、y managers. Consequently, we use data from the NSSBF to measure agency costs. The NSSBF is a survey conducted by the Federal Reserve Board to gather information about small businesses, which have largely been ignored in the academic literature because of the limited availability of data. The survey
22、collected detailed information from a sample of 4,637 firms that is broadly representative of approximately 5 million small nonfarm, nonfinancial businesses operating in the United States as of year-end 1992. Cole and Wolken 1995 provide detailed information about the data available from NSSBF. For
23、this study, we limit our analysis to small C-corporations, collecting information on the governance structure, management alignment, extent of shareholder and external monitoring, size, and financial information. We focus on corporations to minimize problems associated with the financial statements
24、of proprietorships, which typically commingle personal and business funds. We eliminate partnerships and S-corporations because, unlike C-corporations, they are not subject to corporate taxation, and this may lead owner-managers to take compensation in the form of partner distributions or dividends
25、rather than salary expense because there is no double taxation of such earnings at the firm level. By focusing solely on C-corporations, we avoid the complications of comparing operating expenses across organizational forms. This restriction on the NSSBF database yields an analysis sample of 1,708 f
26、irms. A. Agency Costs To measure agency costs of the firm, we use two alternative efficiency ratios that frequently appear in the accounting and financial economics literature: the expense ratio, which is operating expense scaled by annual sales, and the asset utilization ratio, which is annual sale
27、s divided by total assets. The first ratio is a measure of how effectively the firms management controls operating costs, including excessive perquisite consumption, and other direct agency costs. More precisely, the difference in the ratios of a firm with a certain ownership and management structur
28、e and the no-agency-cost base case firm, multiplied by the assets of the former, gives the excess agency cost related expense in dollars. The second ratio is a measure of how effectively the firms management deploys its assets. In contrast to the expense ratio, agency costs are inversely related to
29、the sales-to-asset ratio. A firm whose sales-to-asset ratio is lower than the base case firm experiences positive agency cost. These costs arise because the manager acts in some or all of the following ways: makes poor investment decisions, exerts insufficient effort, resulting in lower revenues; co
30、nsumes executive perquisites, so that the firm purchases unproductive assets, such as excessively fancy office space, office furnishing, automobiles, and resort properties. These efficiency ratios are not measured without error. Sources of measurement error include differences in the accounting meth
31、ods chosen with respect to the recognition and timing of revenues and costs, poor recordkeeping typical of small businesses, and the tendency of small-business owners to exercise flexibility with respect to certain cost items. For example, owners may raise/lower expenses, including their own pay, wh
32、en profits are high/low. Fortunately, these items are sources of random measurement errors that may be reduced with a larger sample across firms in different industries and age. B. Ownership Structure The corporate form of organization, with the limited-liability provision that makes it more efficie
33、nt for risk-sharing than proprietorships or partnerships, allows the firm to expand and raise funds from a large number of investors.5 Thus, it has a richer set of ownership and management structures. The NSSBF provides four variables that we use to capture various aspects of the ownership structure
34、 of small-business corporations: i the ownership share of the primary owner, ii an indicator for firms where a single family controls more than 50 percent of the firms shares, iii the number of nonmanager shareholders, and, iv an indicator for firms managed by a shareholder rather than an outsider.
35、According to theory, agency costs should be inversely related to the ownership share of the primary owner. For a primary owner who is also the firms manager, the incentive to consume perquisites declines as his ownership share rises, because his share of the firms profits rises with ownership while
36、his benefits from perquisite consumption are constant. For a primary owner who employs an outside manager, the gains from monitoring in the form of reduced agency costs increase with his ownership stake. Here, the primary owner fulfills the monitoring role that large blockholders perform at publicly
37、 traded corporations. Agency costs should be lower at firms where a single family controls more than 50 percent of the firms equity. At a small, closely held corporation where a single family controls the firm, the controlling family also fulfills the monitoring role that large blockholders perform
38、at publicly traded corporations. Due to more diffused ownership among older businesses with larger families, however, monitoring by family members whose interests may not always be aligned should be less effective than monitoring by a sole owner. Agency costs should increase with the number of nonma
39、nager shareholders. As the number of shareholders increases, the free-rider problem reduces the incentives for limited-liability shareholders to monitor. With less monitoring, agency costs increase. Hence, we hypothesize that the expense and asset-utilization ratios should be positively and negative
40、ly related to the natural logarithm of one plus the number of nonmanaging shareholders, respectively. Finally, agency costs should be higher at firms managed by an outsider. This relationship follows directly from the agency theory of Jensen and Meckling 1976. As noted above, this is the extreme cas
41、e where the manager gains 100 percent of perquisite consumption, but little of the firms profits.译文代理成本和股权结构 资料来源:财务杂志2000年2月第1期 作者:JAMES S. ANG, REBEL A. COLE, and JAMES WUH LIN 1、小企业的代理成本 与上市公司相比,小企业与代理成本的程式化理论模型描述的公司类型更相近,由Jensen和Meckling1976提出。一种极端的股东与管理者结构是公司中管理者拥有100%的股权。这些公司,他们的解释是没有代理成本。另外一种
42、极端是管理者作为被支付的受雇者在公司中没有股票。处在公司的两者间的是管理者持有一部分股权,但不是公司的所有。 代理成本的产生是当公司管理层与所有者的利益不一致时,采取的以减少股东财富的方式如在职消费的偏好,因懒惰而逃避工作,制定些不可更改的决定以谋取自身的利益。这些成本的巨大受限于所有者是否很好地授权第三方如银行往来监督外部管理者的行为。 为了论证这个事实,假设这些公司是由一个所有者持有100%的股票,但雇佣一个外人去管理。一方面,代理成本由于独立所有者有权雇佣和解雇管理者使监督成本内在化而可能较小。更具体些,这样的所有者会招致100%的监督成本由此收到由这个成本产生的100%的收益。另一方面
43、,独立所有者也许不能很好地监督由于相同原因雇佣的外部管理者,如他或她缺乏时间或者动力。小企业的所有者通常缺乏复杂的财务头脑,有可能没有能力执行任意的审计或完全理解经营或财务的结果。因此,这些公司出现了剩余的代理成本。如果这些成本是不可忽略的,他们就必须反映出所有者监督活动的失败之处。这个失败的潜在解释是所有者的不严格的监督以及缺乏可用的能充分监督的技术,在这种情况下,Fama和Jensen1983提出,管理者的作用(实施和执行)和不参与管理的股东或所有者的控制作用(批准和监控)之间的分离,也许并不完整或有效的。因此,剩余代理成本在有外部管理者存在的独立所有公司中始终存在着。 公司代理成本可归因
44、于有股份的管理所有者存在不相一致的利益的分歧所引起。若股东的数量增加一个,所有权的所有人或管理者降低了,其中01。由于管理者将受益的100%美元都用在津贴上,仅有%的钱是公司利益上,因此用于少于100%公司股权的管理者比起为公司所有股东扩大公司价值更有动机去在职消费。一种极端是管理者无股权(0),他可以获得100%除工资以外的额外收入消费,但并不能获得公司收益的部分(假如薪金与公司业绩无关)。 不参与管理的股东用于监控上的巨大开支随着他们享有的私人所有权的下降而减少。这是由于在用于私用商品的消费时所产生的众所周知的免费搭车问题,如是否努力监控。每个监督的股东,和所有者i 必然会产生100%的监
45、控成本,但是仅收到i%的监控效益(以代理成本减少的形式)。然而一个不参与监控的股东更喜欢股东的监控活动不产生任何监控成本下所享有的完全收益。因此,当不参与管理的股东数量增加时,监控的总费用会降低,同时巨大的所有管理者的代理成本问题会增加。在股东间考虑这种关于公司将不能支付银行的负债或使来自于同样的或新的投资者其未来的财务安全关系增长的可能性的抵消时,将会产生一些代理行为上的限制。然而,如Williams(1987)写到,当公司没有面临即将发生的破产危机时这些代理行为的抗衡力量将会有效地下降。 总言之,针对这种无效性假设代理成本独立于股权控制结构,当与基础假设比较时,我们假定以下源于代理理论的假
46、设发生过:(i)管理者不拥有公司主权的公司代理成本较高,(ii)管理者拥有所有者所有权的公司代理成本相反,和(iii)代理成本随着不参与管理的股东数量的增加而增加。 II.数据 我们传统的方法是用两个关于代理成本的基本假设:(1)一个被拥有100%控股的股东管理的公司产生零代理成本,和(2)代理成本能基于公司绩效的不一致和与公司绩效的完全一致的不同之处来衡量。为了用这种方法测量代理成本,我们需要出入必要的数据:(i)公司绩效测量的数据;(2)公司所有者结果的数据,包括一些管理者100%持股的公司;和(iii)可控变量的数据,包括公司规模,特征及监控技术。 在这些数据中,最需要的可用项目是(ii
47、)因为独立控股公司尤其没有公众列示,是因为美国私有公司的财务数据通常不对外公开。国家小企业财务调查联邦调查局,幸运地提供了私有公司的财务信息,包括他们的股权结构,和一系列完全由管理者拥有的公司。最终,我们用来自于NSSBF的数据来测量代理成本。 NSSBF是一个由联邦调查局主导的用于收集关于小企业信息的调查,由于数据有效性的限制,它在学术理论界几乎完全被忽略掉。这个调查从4637个公司样本中收集了详细的信息被广泛地用来代表在1992年末大约500万美国运营的非农业和财务的小企业。Cole和Wolken(1995)提供了关于从NSSBF来的有效数据的详细信息。 对于这项研究,我们把分析限制在小企业,从控股股权,管理方式,股东内部大小,外部股东的监控、规模和财务信息方面进行信息收集。我们致力于缩小公司独立的财务报表尤其是和个人与企业的资金联系在一起的相关的问题。我们将合作者和被S的公司提出掉,因为不同于C类公司,它们没有企业税收,这可能会导致企业所有者的激励方式更加以分散股权或发放红利的方式代替工资费用的形式,这是因为该公司在这种水平下无需双重课税。
