8-10 Moral Hazard in Equity Contracts(股權契約)

Chapter 8
An Economic
Analysis of
Financial
Structure
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Basic Facts about Financial Structure
Throughout the World
• This chapter provides an economic analysis of how
our financial structure is designed to promote
economic efficiency
• The bar chart in Figure 1 shows how American
businesses financed their activities using external
funds (those obtained from outside the business
itself) in the period 1970–2000 and compares U.S.
data to those of Germany, Japan, and Canada
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FIGURE 1 Sources of External Funds for
Nonfinancial Businesses: A Comparison of the United
States with Germany, Japan, and Canada
Source: Andreas Hackethal and Reinhard H. Schmidt, “Financing Patterns: Measurement Concepts and
Empirical Results,” Johann Wolfgang Goethe-Universitat Working Paper No. 125, January 2004. The data
are from 1970–2000 and are gross flows as percentage of the total, not including trade and other credit
data, which are not available.
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Eight Basic Facts
1.
Stocks are not the most important sources of
external financing(外部融資) for businesses
2.
Issuing marketable debt and equity securities
(發行具市場性債券或股權) is not the primary way
in which businesses finance their operations
3.
Indirect finance(間接融資) is many times more
important than direct finance
4.
Financial intermediaries(金融中介) are the most
important source of external funds used to
finance businesses.
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Eight Basic Facts (cont’d)
5.
6.
7.
8.
The financial system(金融體系) is among the most
heavily regulated(嚴厲規範) sectors of the
economy
Only large, well-established corporations (唯有大
型且建置完好公司) have easy access to securities
markets to finance their activities
Collateral(擔保品) is a prevalent feature of
debt contracts(債務契約)for both households
and businesses.
Debt contracts are extremely complicated legal
documents that place substantial restrictive
covenants (限制條款) on borrowers
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8-5
Transaction Costs(交易成本)
• Financial intermediaries have evolved to
reduce transaction costs
– Economies of scale(規模經濟)
(use information(包括資訊系統、資料庫)、 over
and over again)
– Expertise(專業)
包括 lending、investment、liquidity …service
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8-6
Asymmetric Information(資訊
不對稱)
• Adverse selection(相反選擇) occurs before
the transaction
• Moral hazard(道德危險) arises after the
transaction
• Agency theory(代理人理論) analyses how
asymmetric information problems affect
economic behavior
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8-7
Adverse Selection: The
Lemons Problem (酸檸檬問題)
• If quality cannot be assessed, the buyer is willing
to pay at most a price that reflects the average
quality (支付的最高價格只能反應平均品質)
• Sellers of good quality items will not want to sell at
the price for average quality (優良品質的賣方不願意
以平均價格賣出)
• The buyer will decide not to buy at all because all
that is left in the market is poor quality items(買方
決定不買因為剩下來的都是劣質品)
• This problem explains fact 2 (證券市場不振)and
partially explains fact 1(股市萎縮)
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8-8
Adverse Selection(相反選擇):
Solutions
• Private production and sale of information
– Free-rider problem(白搭便車問題)
• Government regulation to increase
information(政府立法要求增加訊息)(主動釋放
訊息、 要求廠商揭露訊息、立法規範)
– Fact 5
• Financial intermediation(金融中介機構)
– Facts 3, 4, & 6
• Collateral and net worth(抵押品與淨值)
– Explains fact 7.
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8-9
Moral Hazard in Equity
Contracts(股權契約)
• Called the Principal-Agent Problem(主人-代
理人問題)
• Separation of ownership and control
of the firm(擁有權與掌控權分離)
– Managers pursue personal benefits and power
rather than the profitability of the firm(經理人追
求個人利益與權利不顧公司的利潤)(肥貓問題)
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Principal-Agent Problem:
Solutions
• Monitoring(監督) (Costly State Verification(昂貴
的認證程序))
– Free-rider problem
– Fact 1
• Government regulation to increase information
– Fact 5
• Financial Intermediation
– Fact 3
• Debt Contracts
– Fact 1
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Moral Hazard in Debt
Markets
• Borrowers have incentives to take on
projects that are riskier than the lenders
would like. (借款人有誘因去冒貸款人所不喜歡
的更大風險)
– This prevents the borrower from paying back the
loan. (阻止借款人償還銀行貸款)
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Moral Hazard: Solutions
• Net worth(淨值) and collateral(抵押品)
– Incentive compatible(誘因一致)
• Monitoring and Enforcement of Restrictive
Covenants(限制條款)
– Discourage undesirable behavior(排除不好的行為)
– Encourage desirable behavior(鼓勵想要的行為)
– Keep collateral valuable(擁有抵押品)
– Provide information(提供訊息)
• Financial Intermediation(金融中介)
– Facts 3 & 4
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8-13
Summary Table 1 Asymmetric Information
Problems and Tools to Solve Them
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8-14
Asymmetric Information in Transition
and Developing Countries(過渡及發展中國家)
• “Financial repression(金融壓抑)” created by
an institutional environment characterized
by:
– Poor system of property rights(糟糕的財產權制度)
(unable to use collateral efficiently)
– Poor legal system(糟糕的法律體系) (difficult for
lenders to enforce restrictive covenants)
– Weak accounting standards(脆弱的會計標準) (less
access to good information)
– Government intervention(政府干預) through
directed credit programs and state owned
banks(公營銀行) (less incentive to proper channel
funds to its most productive use).
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Conflicts of Interest(利益衝突)
• Type of moral hazard problem caused by economies
of scope (範疇經濟) (applying one information
resource to many different services).
• Arise when an institution has multiple objectives
(多重目標) and, as a result, has conflicts between
those objectives (目標之間衝突)
• A reduction in the quality of information in financial
markets increases asymmetric information
problems (在金融市場中資訊質量下降會增加資訊不對稱
問題)
• Financial markets do not channel funds into
productive investment opportunities(金融市場不能做
為生產性投資機會的融資管道)
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Why Do Conflicts of Interest
Arise?
• Underwriting(承銷) and Research(研究) in
Investment Banking
– Information produced by researching companies is used to
underwrite the securities. (研究顧問公司所生產的資訊被用來
做證券承銷) The bank is attempting to simultaneously
serve two client groups(security-issuing firm &
security-buying investor) whose information needs
differ.
– Spinning(分股) occurs when an investment bank
allocates hot, but underpriced(低估價格), IPOs to
executives of other companies in return for their
companies’ future business
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8-17
What is “spinning(分股)”
• 分拆公司英文稱spin-off company。有謂spin-off本屬科技名詞,例
如分子自旋稱spinning,自旋過程中會甩出 (spin off) 另一粒分子,
以此比喻當大學、政府研究單位和大公司認為其研究部門進行的某項 研
究已經成熟,會鼓勵集資,把有關研究轉化為一間公司獨立發展。成立
分拆公司,是科技轉移的另一種形式。
• 分拆(spin off)指公司通過發行新公司的股票,將公司分支機構或部門
從公司中拆離出去的行為。 母公司股東按原來持股數量比例獲得新公司
的股票,總價值基本不變。
•
Spinning 分股:投資銀行將股票分配給特定的客戶,如投資資本家
和經理,投資銀行這樣做是希望將來能帶來客戶的業務。該做法被很多
銀行視爲不合法 。
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8-18
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Why Do Conflicts of Interest
Arise? (cont’d)
• Auditing(審計) and Consulting(顧問) in
Accounting Firms(會計師事務所)
– Auditors may be willing to skew their judgments
and opinions to win consulting business
– Auditors may be auditing information systems(資
訊系統) or tax(稅務) and financial plans(財務計畫)
put in place by their nonaudit counterparts
– Auditors may provide an overly favorable(過度偏
好) audit to solicit(乞求) or retain(維繫)
audit business(稽核業務)
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8-19
Why Do Conflicts of Interest
Arise? (cont’d)
• Auditing and Consulting in Credit-Rating Firms(信用
評等公司)
• Conflicts of interest can arise when:
– Multiple users with divergent interests depend on the
credit ratings (investors and regulators vs. security
issuers).
– Credit-rating agencies also provide ancillary(輔助)
consulting services (e.g. advise on debt structure).
• The potential decline in the quality of information
negatively affects the performance of financial
markets.
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8-20
Conflicts of Interest:
Remedies
• Sarbanes-Oxley Act(沙賓法案) of 2002 (Public
Accounting Return and Investor Protection
Act) increased supervisory oversight to
monitor and prevent conflicts of interest
– Established a Public Company Accounting
Oversight Board(大眾公司會計監督委員會)
– Increased the SEC’s budget (證管會預算)
– Made it illegal for a registered public accounting
firm to provide any nonaudit service(會計師事務所
提供非審計服務) to a client contemporaneously with
an impermissible(不允許的) audit
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8-21
Conflicts of Interest:
Remedies (cont’d)
• Sarbanes-Oxley Act of 2002 (cont’d)
– Beefed up criminal charges(提高犯罪罰金) for
white-collar crime Beefs up criminal charges(提高
白領犯罪懲罰金) for white-collar crime and
obstruction(阻擋) of official investigations
– Required the CEO and CFO to certify that
financial statements(財務報表) and disclosures
are accurate
– Required members of the audit committee (監察
委員會) to be independent
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8-22
Conflicts of Interest:
Remedies (cont’d)
• Global Legal Settlement of 2002
– Required investment banks to sever (切斷) the
link between research and securities underwriting
– Banned spinning (禁止分股)
– Imposed $1.4 billion in fines (罰金) on accused
investment banks
– Required investment banks to make their analysts’
recommendations public (公開推薦)
– Over a 5-year period, investment banks were
required to contract (締約) with at least 3
independent research firms that would provide
research to their brokerage customers.
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8-23
Application: Financial Development
and Economic Growth
• The financial systems in developing and transition
countries(例如:蘇俄) face several difficulties that
keep them from operating efficiently
• In many developing countries, the system of
property rights(財產權) (the rule of law(法律規範),
constraints on government expropriation(政府徵收限
制), absence of corruption(貪腐減少)) functions
poorly, making it hard to use these two tools
effectively
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8-24
如何解釋中國的高速經濟成長
• 每人所得仍低(約1萬美元,是先進國家的5分之1)
屬經濟成長初階。
• 儲蓄率高達40%
• 有低廉的勞動力
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