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.-.譯文：斯洛文尼亞后私有化時(shí)代的管理層持股與公司業(yè)績(jī) 摘要斯洛文尼亞私營(yíng)化后期曾經(jīng)具有以下特征：非管理一切者雇員的一切權(quán)下降，管理者提高控制力。此外，思索到年最正確一切權(quán)股份超越了他們實(shí)踐配額.個(gè)百分點(diǎn)，他們期望管理者未來(lái)繼續(xù)穩(wěn)定他們的一切權(quán)。這篇文章旨在描畫在私有化后期斯洛文尼亞公司一切權(quán)的主要趨勢(shì)，為根本經(jīng)濟(jì)問題提供答案：管理者一切權(quán)的繼續(xù)穩(wěn)定對(duì)斯洛文尼亞公司效益有什么影響？測(cè)試這個(gè)關(guān)系的閱歷分析是在-年時(shí)期的個(gè)斯洛文尼亞公司進(jìn)展，沒有提供相關(guān)的證據(jù)證明管理控制添加對(duì)斯洛文尼亞公司效益的積

48、極影響。假設(shè)要有的話，積極的鼓勵(lì)影響只產(chǎn)生在擁有管理者所持股份超越百分之十的公司，僅僅關(guān)于公司金融才干而不是全要素消費(fèi)率，和在資本市場(chǎng)沒有上市的公司。此外，當(dāng)前存在在最正確一切權(quán)和實(shí)踐一切權(quán)之間缺口的負(fù)面影響看起來(lái)超越由管理一切權(quán)引起的任何積極鼓勵(lì)影響。簡(jiǎn)介管理層持股的增長(zhǎng)除了國(guó)有控股資金和雇員一切權(quán)的減少，代表了斯洛文尼亞后私有化時(shí)期一切權(quán)改動(dòng)主要特征之一。最顯著的是非上市公司管理股份的添加，一切權(quán)轉(zhuǎn)讓以相當(dāng)?shù)蛢r(jià)和非公開方式實(shí)現(xiàn)。此外，斯洛文尼亞管理者依然對(duì)現(xiàn)行一切權(quán)分配不稱心到年末，斯洛文尼亞管理者平均最正確一切權(quán)股份超越實(shí)踐一切權(quán)股份.個(gè)百分點(diǎn)。他們預(yù)測(cè)斯洛文尼亞公司一切權(quán)和控股的演化趨

49、勢(shì)將以同樣的方向繼續(xù)，并且在未來(lái)也會(huì)如此。在斯洛文尼亞一切權(quán)轉(zhuǎn)移的低透明度將推進(jìn)管理者手中一切權(quán)的積累。無(wú)論如何，這篇文章的目的不是討論調(diào)查。私有資產(chǎn)的重新分配的公正性，既沒有處理國(guó)有股份保管再分配的重要性，也沒有提供根本經(jīng)濟(jì)問題的答案，也就是決議了管理層持股增長(zhǎng)對(duì)斯洛文尼亞公司業(yè)績(jī)的影響。他們?cè)诘诙糠珠_場(chǎng)管理層持股的概述，作為興隆市場(chǎng)經(jīng)濟(jì)中的公司治理機(jī)制。第三部分提供了關(guān)于經(jīng)濟(jì)轉(zhuǎn)型中管理層和內(nèi)部人持股作用的進(jìn)一步證據(jù)，特別在斯洛文尼亞第四部分。第五部分論述了在斯洛文尼亞管理層持股對(duì)公司業(yè)績(jī)影響的主要假設(shè)。第六部分展現(xiàn)了分析管理層持股和公司經(jīng)濟(jì)效益、財(cái)務(wù)情況之間關(guān)系的主要實(shí)證模型。最后一部分

50、論述了主要的實(shí)證結(jié)果和結(jié)論。管理層持股作為公司治理機(jī)制股份制代表內(nèi)部歐洲大陸和外部盎格魯撒克遜的公司治理制度區(qū)別的主要要素之一。雖然大部分在英國(guó)和美國(guó)上市的公司的一切權(quán)和控制權(quán)構(gòu)造依然主要反映了典型的伯利和米恩斯公司，市場(chǎng)作為公司控制權(quán)的主要機(jī)制之一減輕了經(jīng)理人代理人和一切者委托人之間的利益沖突，在歐洲大陸，大股東經(jīng)過集中過他們的一切權(quán)和投票權(quán)獲得對(duì)其代理者的控制。在任何情況下，在治理制度之外也可以發(fā)現(xiàn)大股東。例如，在紐約證券買賣所和納斯達(dá)克買賣所上市的公司中有一半平均有三個(gè)股東至少持有%的一切權(quán)份額。然而，歐洲大陸的情況卻是相反的，機(jī)構(gòu)投資者或者董事會(huì)成員持有這些份額的大部分。雖然前者通常停

51、留在被動(dòng)形狀，不干涉公司的決策，管理人員通常持有%至%的表決權(quán)，果斷地參與治理，從而影響他們本人的公司的業(yè)績(jī)拜克特，；霍爾德內(nèi)斯和希恩，。同樣地，霍爾德內(nèi)斯，庫(kù)洛內(nèi)爾和希恩對(duì)于美國(guó)的家樣本上市公司報(bào)告了平均有%的管理股份；自年以來(lái)，管理人員的資本占有率添加了約個(gè)百分點(diǎn)。其他的實(shí)證研討證明，經(jīng)過股票和股票期權(quán)的董事會(huì)報(bào)酬實(shí)際，高管持股成為美國(guó)大多數(shù)公司的特征。此外，在歐洲也可以發(fā)現(xiàn)股份制。以倫敦證券買賣所上市的公司為例，董事會(huì)成員代表了大股東的第二個(gè)最重要的群體，因此，平均持有%的投票權(quán)，其中，約有%被行政總裁持有喬耿和瑞納伯格，。 管理層持股對(duì)企業(yè)價(jià)值的影響與遠(yuǎn)期企業(yè)價(jià)值有關(guān)，取決于管理者和其

52、他一切者之間的一切權(quán)分配，初次由伯利和米恩斯()，詹森和麥考林(提出。在這篇名為“鼓勵(lì)評(píng)論的文章中，給管理人員公司的股份使他們成為股東履行責(zé)任。在一個(gè)特例中詹森和麥考林，他們會(huì)有一個(gè)只需獨(dú)立管理者的公司，代理本錢簡(jiǎn)化為獨(dú)立管理者與債務(wù)人之間的關(guān)系，這就不需求股權(quán)相關(guān)代理費(fèi)用。穆勒，E.和斯皮茨，A.最近已證明%控股權(quán)的公司出色業(yè)績(jī)；他們以為出色的業(yè)績(jī)能夠不僅是由于鼓勵(lì)機(jī)制，或許還由于其它緣由，如心思緣由。創(chuàng)業(yè)學(xué)的實(shí)際，進(jìn)一步促進(jìn)了管理人員也是大股東的思想，能使他們更好地感知新的商業(yè)時(shí)機(jī)；因此，本實(shí)際補(bǔ)充了某種鼓勵(lì)實(shí)際，由于它為在一切權(quán)相對(duì)分散的公司的管理層持股的積極效果構(gòu)造提供了一個(gè)解釋。以伯爾為例闡明，由于“企業(yè)家效應(yīng)，在管理層收買后公司會(huì)有更好的業(yè)績(jī)；當(dāng)他們成為一切者，管理者專注于現(xiàn)金流最大化而不是像以前一樣僅僅是當(dāng)前利潤(rùn)上的最大化。另一方面，一旦添加他們的一切權(quán)和參與表決的股份，管理者也會(huì)代表他們本人，犧牲掉小股東而獲得爭(zhēng)取公司基金的時(shí)機(jī)，也就是獲得一些“控制權(quán)私有收益。根據(jù)巴克萊和霍爾德內(nèi)斯，控制權(quán)私