留学生财务管理——美英以及德日模式的股权结构及其特点

美英模式的股权结构及其特点
(A) Ownership Structure and characteristics of the U.S. and British model
美英模式的特点是，整个治理结构框架依市场控制为主、组织控制为辅的原则来设计，依托发达的资本市场，按分散的社会化的模式构建股权结构，委托人与代理人的制约关系，以公开化、市场化的形式来表现。

The model is characterized by the United States and Britain, the framework of the entire governance structure controlled by market-based, supplemented by the principle in the control of the organization to design, relying on well-developed capital markets, decentralized social model building ownership structure, restrictive relationship of principal and agent the form of open, market-oriented performance. Decentralized shareholding structure is characterized by: the high cost of shareholders' shareholding of less mobility, unstable shareholding structure, shareholder participation in governance, the objective is to become "not the owner". Second, the principal agent organization dispersed ownership control weakened, and the introduction of market control mechanisms had to be made up.

U.S. and British market control in the corporate governance structure of the main manifestations are:

美英国家均要求在公司的董事会成员中，配备相当数量的独立董事。从理论上讲，这种董事会人员结构很难实现股东、董事会与经理之间的制衡。但实际上，这种制衡作用存在，而且有效，其原因是外部市场机制在发生作用。

(1) Independent Director System. An independent director system. The United States and Britain asked the members of the Board of Directors of the Company, with a considerable number of independent directors. In theory, this personnel structure of the Board of Directors is difficult to achieve the checks and balances between the shareholders, the board of directors and managers. But in fact, the role of checks and balances exist, and effective, its causes are external market mechanism in the event of role. Not the owner of efforts to control the agent is weak, the group of minority shareholders are not interested in no direct supervision and constraints of the company's operating, they only care about the yield of the stock and take the "vote with their feet" to forcing operators to improve operations, and even the expulsion of poor long-term business operators. Therefore, in the case of shareholders' governance capacity weakening, the establishment of an independent director system, can effectively improve the fairness and effectiveness of the decisions of the Board. The fundamental purpose of the establishment of an independent director is to ensure that the decisions of the Board shall be as the standard value orientation of the majority of the shareholders' interests.

(2) Management personnel system. (2) management of the personnel system. United States most of the company's chairman serves as CEO, but companies need a variety of management personnel, including COO and CFO are supplied by the managers of the competitive market, determined by the market price or remuneration. Under the strong market pressure, managers had to the interests of shareholders for the purpose of due diligence work and maximizing the return to shareholders for the trust and jobs.#p#分页标题#e#http://ukthesis.org/dissertation_writing/Accounting/

 

(3) Market M & A mechanism. Market M & A mechanism. Decentralized shareholders to avoid the risk of the most important measures is to sell the stock, the stocks sold a lot of share prices drop, when the market value of the share price is lower than the actual value, the company will become an acquisition target. Dispersed shareholding structure of a hostile takeover convenient, once hostile takeover is successful, through the replacement of the management to improve operating results, business and into the formal. Thus, capital markets, mergers and acquisitions are seen as the most effective corporate governance mechanism to safeguard the interests of the majority of shareholders, the management of the reign of a deterrent.

-Dispersed shareholding structure of the mode change closed open socialization enterprise organizational unit. Because of this mode of governance transparency, openness, and a high degree of market-oriented, although the the active shareholder governance desire is not strong, but forced by market pressure, effectively bind the agent's motives, so that the client's interests the greatest degree of protection.

 

德日模式的股权结构及其特点

(B）the German and Japanese model shareholding structure and its characteristics

(At odds with the United States and Britain mode, political advocates sovereignty concentration, build a model of corporate governance by the concentration of each other to contain the shareholding structure of ...)

德日模式的特点与美英模式相左，政治上主张统治权的集中，按集中的相互牵制的股权结构构建公司治理模式。强调银行在公司治理中的核心作用，银行与企业间的相互持股，事实上使企业与银行结成了“命运共同体”。

The model is characterized by Germany and Japan at odds with the United States and Britain mode advocate political sovereignty centralized, concentrated shareholding structure restraining each other to build a model of corporate governance. Stressed the central role of banks in corporate governance, cross-shareholdings between banks and enterprises, in fact, enterprises and banks formed a "community of destiny". Concentrated ownership structure, the largest shareholder with sufficient incentive to monitor managers, and through active hand voting mechanism to protect the interests of the principal. Concentrated ownership structure is characterized by: the bank is not just a major shareholder of the Company, is also a major creditor of the Company. Shareholders of the bank has a dual identity, "not the owner", lower agency costs, the client through the the organizational mechanisms set up effective control agent. Second, the concentrated shareholding structure, build a very stable group of shareholders, but also led to a very low equity flows and weakening capital markets function.#p#分页标题#e#

Teilhard de entire governance model throughout the organization to control the main market control, supplemented by the dominant ideology. Concentrated dispersed shareholding structure, the lack of pressure from the external market, the company operating the low level of public and socialization, enterprises have become a relatively closed organization, the agent does not carry a sense of crisis, lack of innovation momentum. Teilhard de mode stability and stability, not only in the level of shareholders and agents, employees usually the post of the rest of your life with the. The cultural heritage of the German-Japanese model so that it attaches great importance to the unity and cohesion of the employees, employee stock ownership has become a given, employees not only can be owned by labor revenue, but can also be promoted to directors or supervisors.

The two corporate governance model is no doubt the interests of shareholders supremacy as the basic objective of corporate governance, the only difference in safeguarding the interests of the client and reduce agency costs in a manner that is different, that is, the use of market mechanisms or organizational mechanisms.