Journal of Applied Corporate Finance最新文献_第3页

Value creation insights: Organizational structure, culture, and freedom 价值创造洞察：组织结构、文化和自由

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Journal of Applied Corporate Finance Pub Date : 2025-09-17 DOI: 10.1111/jacf.12688

Bartley J. Madden

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The pragmatic theory of the firm 公司的实用主义理论

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Journal of Applied Corporate Finance Pub Date : 2025-09-11 DOI: 10.1111/jacf.12682

Bartley J. Madden

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For better corporate governance, the shareholder value review 为了更好的公司治理，股东价值审查

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Journal of Applied Corporate Finance Pub Date : 2025-09-11 DOI: 10.1111/jacf.12679

Bartley J. Madden

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Management's Key Responsibility 管理层的主要责任

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Journal of Applied Corporate Finance Pub Date : 2025-09-09 DOI: 10.1111/jacf.12681

Bartley J. Madden

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The purpose of the firm, valuation, and the management of intangibles 公司的宗旨、估值和无形资产的管理

IF 1.4

Journal of Applied Corporate Finance Pub Date : 2025-09-09 DOI: 10.1111/jacf.12680

Bartley J. Madden

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A Message From the Editors 编辑们的留言

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Journal of Applied Corporate Finance Pub Date : 2025-08-21 DOI: 10.1111/jacf.12677

John McCormack

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The seer mechanism: A proposal for shareholder voting on reinvestment of corporate cash flow 预见机制：企业现金流再投资股东投票的建议

IF 1.4

Journal of Applied Corporate Finance Pub Date : 2025-08-21 DOI: 10.1111/jacf.12676

Bartley J. Madden

{"title":"The seer mechanism: A proposal for shareholder voting on reinvestment of corporate cash flow","authors":"Bartley J. Madden","doi":"10.1111/jacf.12676","DOIUrl":"https://doi.org/10.1111/jacf.12676","url":null,"abstract":"One important source of conflict between the management and shareholders of public companies is that the two groups use different criteria for appraising opportunities for the reinvestment of cash flows. Take the case of persistently underperforming companies. Management's response in such cases is often to argue that additional investment is necessary to improve the firm's competitiveness. Outside shareholders, however, are understandably reluctant to support large-scale reinvestment by such companies. Management presumably expects the new outlays to earn at least their “cost of capital,” but skeptical shareholders expect more substandard performance.Or consider the case of a maturing core business with strong operating cash flow. In such cases, shareholders tend to encourage larger payouts, even though management may currently be earning above-average profits. One typical management response is to argue that its demonstrated skill in one business can be transferred to other unrelated businesses, perhaps by making major acquisitions. But shareholders, conditioned by the failures of conglomerates in the 1970s and 1980s, fear that such empire-building will reduce the firm's efficiency and their own future investment returns.These relatively common situations highlight two aspects of managerial skill that affect shareholder value. The ability to manage the firm's basic operations efficiently is obviously essential to success. But also critical is management's reliability in judging when it is beneficial to slow the firm's growth or even reduce the size of the company.The importance of this second managerial responsibility was demonstrated recently in the stock market's strongly favorable response to General Dynamics’ recent decision to repurchase $1 billion (about 30%) of its stock. The management lesson here is that shareholders of companies in mature industries, such as defense, are generally best served when managements are willing to increase their payouts of corporate cash flow and contract. Returning excess capital to investors also benefits the general economy. Extra-large dividends or share repurchases enable recipient investors to redirect the cash and thereby recycle resources into more promising, growth opportunities.Appraising management's operating performance and investment plans is the job of corporate boards of directors. By forcing managements to disgorge excess capital, boards can restrain the natural management impulse to seek growth over efficiency that causes many organizations to become too large. The reality, however, is that the boards of many public companies have neither sufficient knowledge of the business nor the appropriate financial incentives to resist organizational pressures for growth, much less to initiate a necessary downsizing. As a consequence, top managements of many large companies have not been subjected to vigorous board oversight unless and until the performance of their comp","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"37 3","pages":"7-17"},"PeriodicalIF":1.4,"publicationDate":"2025-08-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12676","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145436233","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

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Causes and dynamics of equity market run-ups and “bubbles”: Lessons from the boom and bust of Britain's railway mania of the 1840s 股市上涨和“泡沫”的原因和动力：从19世纪40年代英国铁路狂热的繁荣和萧条中吸取的教训

IF 1.4

Journal of Applied Corporate Finance Pub Date : 2025-07-30 DOI: 10.1111/jacf.12673

Vaska Atta-Darkua, Robert F. Bruner, Scott C. Miller

{"title":"Causes and dynamics of equity market run-ups and “bubbles”: Lessons from the boom and bust of Britain's railway mania of the 1840s","authors":"Vaska Atta-Darkua, Robert F. Bruner, Scott C. Miller","doi":"10.1111/jacf.12673","DOIUrl":"https://doi.org/10.1111/jacf.12673","url":null,"abstract":"Equity market run-ups (also known by the fraught term, “bubbles”) have riveted the attention of investors, asset managers, regulators, and central bankers for centuries. Commonly defined as a departure of prices from fundamental values dominated by a self-fulfilling feedback loop between expected prices and current prices, such episodes summon the conventional view that run-ups reflect market irrationality. Some run-ups preceded spectacular crashes and spawned serious economic contractions, from which new regimes of prudential regulation and pre-emption followed. Iconic examples were the Mississippi Bubble (1720), the South Sea Bubble (1720), the “Roaring Twenties” (1924–1929), and the Housing Bubble (of 2003–2008). Yet other run-ups have produced no long-lasting effects.3 Success in distinguishing malign run-ups from their benign counterparts depends on a deep understanding of their causes and dynamics.Making use of these four propositions, we offer insights into the causes of one of the most prominent run-ups of the 19th century and then offer reflections upon their implications.Yet why does discernment about run-ups matter? Central bankers and regulators often debate whether and how to intervene in run-ups and slumps. Household investors and professional asset managers struggle to adjust portfolios to unusual market conditions. CEOs and CFOs labor to make sense of unusual changes in their share prices in an effort to sustain efficient capital allocation. As a result, the astute official, investor, or executive should: (1) look for economic shocks that might explain the run-up; (2) assess the sufficiency and quality of information about them; and (3) ascertain which investors are trading—who is at the margin?New research on Britain's “Railway Mania” of the 1840s by Atta-Darkua, Bruner, and Miller (2024) provides the foundation for this discussion. In 1844, British Prime Minister Robert Peel commenced a legislative reform of laws, regulations, and customs that constrained economic growth, restricted foreign trade, limited the ability of entrepreneurs to form new companies, checked the Bank of England's lending, challenged investors’ property rights, and constrained governance in the burgeoning railway industry. Altogether, Peel's initiative amounted to one of the most significant liberalizations in economic history.5 This programmatic onslaught coincided with a remarkable run-up in British railway equity prices from early 1844 to August 1845. Charles Mackay, a contemporary writer described the “mania” as the “greatest example in British history of the infatuation of the people for commercial gambling” ([1841], 1980, p. 88). Then in the fall of 1845, the run-up turned into an equity price slump, followed by a modest recovery, and then a long and deep deflation in both stock prices and economic activity. This process triggered serious civil unrest in Britain. Indeed, Karl Marx and Friedrich Engels ","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"37 2","pages":"46-59"},"PeriodicalIF":1.4,"publicationDate":"2025-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12673","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145012639","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

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Executive Summaries 执行概要

IF 1.4

Journal of Applied Corporate Finance Pub Date : 2025-07-29 DOI: 10.1111/jacf.12675

引用次数: 0

The UBS-Credit Suisse Merger: Helvetia's Gift 瑞士银行与瑞士信贷合并：Helvetia的礼物

IF 1.4

Journal of Applied Corporate Finance Pub Date : 2025-07-06 DOI: 10.1111/jacf.12674

Pascal Böni, Tim A. Kroencke, Florin P. Vasvari

{"title":"The UBS-Credit Suisse Merger: Helvetia's Gift","authors":"Pascal Böni, Tim A. Kroencke, Florin P. Vasvari","doi":"10.1111/jacf.12674","DOIUrl":"https://doi.org/10.1111/jacf.12674","url":null,"abstract":"Pietro Veronesi and Luigi Zingales provide an account of the staggering costs of extensive government intervention in the US financial sector during the 2008 global financial crisis.1 To reduce such costs in the future, extensive regulation has been introduced to make banks more resilient, and to protect taxpayers and private investors from bearing bailout costs.2 But a key question remains: Is the post-2008 regulatory framework effective? In this paper, we analyze the UBS-Credit Suisse merger to shed light on this question.On the evening of Sunday, March 19, 2023, the Swiss Federal Council, the Swiss National Bank, and the Swiss Financial Market Supervisory Authority (Finma) jointly announced the orchestrated bailout-merger of Credit Suisse (CS) by its domestic banking rival UBS Group AG (UBS), marking the end of 167 years of proud Swiss banking history.3 The demise of CS shook faith in a stable Swiss Confederation, often affectionately called “Helvetia”.4The bailout-merger, which aimed to restore confidence in the Swiss financial system, deviated significantly from standard bank resolution procedures. It lacked competitive bidding and circumvented a typical bank resolution or purchase and assumption (P&A) transaction, where the acquiring bank purchases the failed bank's assets and assumes its deposits. Instead, the Swiss government forced the implementation of a government emergency rescue deal, which consisted of a complete emergency merger share-deal between UBS and CS. This emergency rescue deal also included massive state liquidity guarantees in the amount of 214 billion (bn) US dollars (USD) and, additionally, a substantial loss guarantee totaling 9.63 bn USD to cover potential losses incurred on the realization of certain CS assets. We argue that the exclusion of competitive bidding, imposed by the government, and the relatively late intervention of the regulator have led to an unexpectedly favorable deal for the acquirer, UBS. We show that significant wealth transfers to specific asset owners have taken place due to the merger. While some of these wealth transfers were offset by redistributions from CS shareholders and AT1 bondholders, the ones who are supposed to bear the burden of bankruptcy, the overall wealth effect cannot be solely explained by the participating firms’ abnormal returns on securities. We provide insights into the merger-induced value creation and destruction and the redistribution of wealth amongst stakeholders and taxpayers. More specifically, we show that Switzerland's cost of debt increased substantially as a consequence of the state-orchestrated merger between UBS and CS. We conclude that an economically meaningful part of the costs is borne exogenously, that is, primarily by the taxpayer. This is what we call the “Helvetia's gift”, which suggests that the current regulatory framework does not actually protect the public from bad behavior by financial actors as much as one might hope.T","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"37 2","pages":"104-121"},"PeriodicalIF":1.4,"publicationDate":"2025-07-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12674","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145012280","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0