股权激励外文文献【中英对照】.doc
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1、外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in AngloSaxon countries as compared with other nations (e。g., Bebchuk, Fried and Walker, 2002; Chefns and Thomas, 2004; Zatton
2、i, 2007)。 In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000)。 In other countries, however, fixed wages have always been the main ingredient in top managers pay schemes
3、。 Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown。 Notwithstanding, incentives linked to reaching medium to longterm company goals have never been widely used (Towers Perrin, 2000)。In recent years, however, pay packages of managers
4、 have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-ter
5、m incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels。 Particularly
6、 important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and laworiented drivers, such as corporate or tax regulation (Chefns and Thomas, 2004)。 Driven by these c
7、hanges in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e。g。, Chefns, 2003; Chefns and Thomas, 2004).Ironically, the spread of the US pay pa
8、radigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plans (Chefns and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive
9、 very lucrative compensation packages。 The 80s and 90s saw an increasing disparity between CEOs pay and that of rankandle workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing
10、 level of CEOs and executives compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000)。 Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of
11、the firms value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK。 The
12、 choice to investigate this phenomenon in Italy relies on the following arguments。 First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK。 Second, ownership structure and governance practi
13、ces in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the 90s.Our goal is to compare the explanatory power of three competi
14、ng views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influe
15、nce the pay process for their own benefit (Bebchuk et al。, 2002); and 3) the perceivedcost view (Hall and Murphy, 2003), which states that companies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Ita
16、lian listed companies adopted equity incentive plans since the end of the 90s。 To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e。, tech
17、nical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-ofmeans statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoptio
18、n of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans characteristics are consistent with the ones defined by tax law to receive special fiscal treatment。Our findings contribute to the development of the
19、literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices。 They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by
20、 controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling。 On the one hand, they declared that plans were aimed to align sharehol
21、ders and managers interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful
22、individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders for their implicit alignment of interests and incentive to value creation without implying a substantive improvement of governance prac
23、tices。2。Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as
24、far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001)。 Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their acti
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