珠海科技学院：《投资学》课程教学资源（书籍文献）公司金融理论 The Theory of Corporate Finance（PDF电子书，梯若尔 Jean Tirole，英文版）

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Introduction 9 finance is still in its infancy and therefore is best left to future surveys. Behavioral finance. An exciting line of recent re￾search relaxes the rationality postulate that domi￾nates this book. There are two strands of research in this area (see Baker et al. (2005), Barberis and Thaler (2003), Shleifer (2000), and Stein (2003) for useful surveys). One branch of the behavioral corporate finance literature assumes irrational entrepreneurs or man￾agers. For example, managers may be too optimistic when assessing the marginal productivity of their investment, the value of assets in place, or the prospects attached to acquisitions (see, for example, Roll 1986; Heaton 2002; Shleifer and Vishny 2003; Landier and Thesmar 2004; Malmendier and Tate 2005; Manove and Padilla 1999). They then recom￾mend value-destroying financing decisions, invest￾ments, or acquisitions to their board of directors and shareholders. In contrast, the other branch of behavioral corpo￾rate finance postulates irrrational investors and lim￾ited arbitrage (see, for example, Sheffrin and Stat￾man 1985; De Long et al. 1990; Stein 1996; Baker et al. 2003). Irrational investors induce a mispricing of claims that (more rational) managers are tempted to arbitrage. For example, managers of a company whose stock is largely overvalued may want to ac￾quire a less overvalued target using its own stocks rather than cash as a means of payment. Managers may want to engage in market timing by conduct￾ing SEOs when stock prices are high (see, for exam￾ple, Baker and Wurgler (2002) for evidence of such market timing behavior). Conglomerates may be a reaction to an irrational investor appetite for diver￾sification, and so forth. As Baker et al. (2005) point out, the two branches of the literature have drastically different implica￾tions for corporate governance: when the primary source of irrationality is on the investors’ side, eco￾nomic efficiency requires insulating managers from the short-term share price pressures, which may re￾sult from managerial stock options, the market for corporate control, or an insufficient amount of liq￾uidity (an excessive leverage) that forces the firm to return regularly to the capital market. By con￾trast, if the primary source of irrationality is on the managers’ side, managerial responsiveness to mar￾ket signals and limited managerial discretion are called for. Wherever the locus of irrationality, the behavioral approach competes with alternative neoclassical or agency-based paradigms. For example, the manage￾rial hubris story for overinvestment is an alternative to several theories that will be reviewed through￾out the book, such as empire building and private benefits (Chapter 3), strategic market interactions (Chapter 7), herd behavior (Chapter 6), or postur￾ing and signaling (Chapter 7). Similarly, market tim￾ing, besides being a rational manager’s reaction to stock overvaluation, could alternatively result from a common impact of productivity news on invest￾ment (calling for equity issues) and stock values,11 or from the presence of asset bubbles (see references above). Despite its importance, there are several ratio￾nales for not covering behavioral corporate finance in this book (besides the obvious issue of overall length). First, behavioral economic theory as a whole is a young and rapidly growing field. Many model￾ing choices regarding belief formation and prefer￾ences have been recently proposed and no unifying approach has yet emerged. Consequently, modeling assumptions are still too context-specific. A theoret￾ical overview is probably premature. Second, and despite the intensive and exciting research effort in behavioral economics in general, behavioral corporate finance theory is still rather underdeveloped relative to its agency-based coun￾terpart. For example, I am not aware of any theoret￾ical study of governance and control rights choices that would be the pendant to the theory reviewed in Parts III and VI of the book in the context of irra￾tional investors and/or managers. For instance, and to rephrase Baker et al.’s (2005) concern about nor￾mative implications in a different way, we may won￾der why managers have discretion (real authority) over the stock issue and acquisitions decisions if shareholders are convinced that their own beliefs are correct. Arbitrage of mispricing often requires 11. See, for example, Pastor and Veronesi (2005). Tests that attempt to tell apart a mispricing rationale often focus on underperformance of shares issued relative to the market index (e.g., Gompers and Lerner 2003)

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10 References shareholders’ consent, which may not be forthcom￾ing if the latter have the posited overoptimistic beliefs. International finance. Inspired by the twin (for￾eign exchange and banking) crises in Latin America, Scandinavia, Mexico, South East Asia, Russia, Brazil, and Argentina (among others) in the last twenty-five years, another currently active branch of research has been investigating the interaction among firms’ financial constraints, financial underdevelopment, and exchange rate crises. Theoretical background on financial fragility at the firm and country levels can be found in Chapters 5 and 15, respectively, but financial fragility in a current-account-liberalization context will not be treated in the book.12 Financial innovation and the organization of the financial system. Throughout the book, financial market inefficiencies, if any, will result from agency issues. That is, transaction costs will not impair the creation and liquidity of financial claims. 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PART I An Economic Overview of Corporate Institutions

PART I An Economic Overview of Corporate Institutions

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1 Corporate Governance In 1932, Berle and Means wrote a pathbreaking book documenting the separation of ownership and con￾trol in the United States. They showed that share￾holder dispersion creates substantial managerial discretion, which can be abused. This was the start￾ing point for the subsequent academic thinking on corporate governance and corporate finance. Sub￾sequently, a number of corporate problems around the world have reinforced the perception that man￾agers are unwatched. Most observers are now seri￾ously concerned that the best managers may not be selected, and that managers, once selected, are not accountable. Thus, the premise behind modern corporate fi- nance in general and this book in particular is that corporate insiders need not act in the best interests of the providers of the funds. This chapter’s first task is therefore to document the divergence of in￾terests through both empirical regularities and anec￾dotes. As we will see, moral hazard comes in many guises, from low effort to private benefits, from inef- ficient investments to accounting and market value manipulations, all of which will later be reflected in the book’s theoretical construct. Two broad routes can be taken to alleviate in￾sider moral hazard. First, insiders’ incentives may be partly aligned with the investors’ interests through the use of performance-based incentive schemes. Second, insiders may be monitored by the current shareholders (or on their behalf by the board or a large shareholder), by potential shareholders (ac￾quirers, raiders), or by debtholders. Such monitoring induces interventions in management ranging from mere interference in decision making to the threat of employment termination as part of a shareholder- or board-initiated move or of a bankruptcy process. We document the nature of these two routes, which play a prominent role throughout the book. Chapter 1 is organized as follows. Section 1.1 sets the stage by emphasizing the importance of managerial accountability. Section 1.2 reviews var￾ious instruments and factors that help align man￾agerial incentives with those of the firm: monetary compensation, implicit incentives, monitoring, and product-market competition. Sections 1.3–1.6 ana￾lyze monitoring by boards of directors, large share￾holders, raiders, and banks, respectively. Section 1.7 discusses differences in corporate governance sys￾tems. Section 1.8 and the supplementary section conclude the chapter by a discussion of the objec￾tive of the firm, namely, whom managers should be accountable to, and tries to shed light on the long-standing debate between the proponents of the stakeholder society and those of shareholder-value maximization. 1.1 Introduction: The Separation of Ownership and Control The governance of corporations has attracted much attention in the past decade. Increased media cover￾age has turned “transparency,” “managerial account￾ability,” “corporate governance failures,” “weak boards of directors,” “hostile takeovers,” “protection of minority shareholders,” and “investor activism” into household phrases. As severe agency prob￾lems continued to impair corporate performance both in companies with strong managers and dis￾persed shareholders (as is frequent in Anglo-Saxon countries) and those with a controlling shareholder and minority shareholders (typical of the European corporate landscape), repeated calls have been is￾sued on both sides of the Atlantic for corporate governance reforms. In the 1990s, study groups (such as the Cadbury and Greenbury committees in the United Kingdom and the Viénot committee in