關(guān)聯(lián)交易及利潤操縱的英文文獻(xiàn)就(帶中文譯文)

1、浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究33 the profit and its manipulation masca ema universitatea “petru maior ”, tg. mures, bld. 1 decembrie 1918, nr. 13/10, 0265266237, e-mail: masca_ in the light of recent corporate scandals, accounting today as an objective way of presenting economic reality is suffering

2、from a real crisis of confidence. central to the anglo-saxon system of corporate governance, it has been pushed into the public spotlight, where its impartiality and objectivity is being questioned. keywords: profit, manipulation, management the positive accounting theory and profit manipulation eve

3、n though most of the scandals have taken place in the united states, the crisis of confidence has had an impact far beyond u.s. borders, as the anglo-saxon system of governance is spreading throughout continental europe and particularly in france. in order to contain the crisis, the united states an

4、d france are committed to institutional and legal reform. moreover, those identified as having perpetrated such manipulation, essentially auditors and financial directors, have been legally sanctioned. we should nonetheless question whether these legal and legislative measures will be sufficient to

5、restore long-term confidence in the system. bernard collase is as king himself if shouldnt the social dimension of the issue be taken into account? isnt it necessary first to understand the reasons behind profit manipulation and how it functions before changing legislation? tenants of positive accou

6、nting theory have represented the mainstream of accounting research since the early 80s. they see profit manipulation, which they euphemistically call “earnings management ”, from an exclusively economic standpoint.how and why do management controllers take part in profit manipulation? that sharehol

7、der pressure leads management controllers to manipulate their firms profits. going beyond individual responsibility, the organization imposed on a company by its shareholders with the aim of respecting criteria of anglo-saxon corporate governance is itself the cause of accounting manipulation at all

8、 levels. first, we will define the notion of “earnings management ”, present a range of practices, and assess the role of management controllers in this phenomenon. we will observe that management controllers implement different methods for manipulating profit. skill in profit manipulation enables m

9、anagement controllers to gain legitimacy in the eyes of managers working in a cultural context that is traditionally difficult for them. they soon become indispensable strategic allies playing the role of arbiter between the markets short-sightedness and the imperatives of operational management. 浙江

10、工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究34 schipper proposes a representative academic definition of profit manipulation that she refers to as “earnings management ”, similarly to the vast majority of literature on this subject. she defines profit manipulation as: “a purposeful intervention in the external finan

11、cial reporting process, with the intent of obtaining some private gain”. healy and walhen identify two main incentives for profit manipulation: contracts written in terms of accounting numbers; and capital market expectations and valuation. the first perspective is supported by the tenants of positi

12、ve accounting theory. they suggest that contracts between the firm and its stakeholders create incentives for earnings management. precisely, they propose three hypotheses: the bonus plan hypothesis (directors who benefit from bonuses tied to profits are more prone to using accounting techniques tha

13、t transfer future profits into the present); the debt/equity hypothesis (the more a company is in debt, the more it is in its interest to focus on present earnings because debt covenants, common in the united states, require certain levels of profitability); and the political cost hypothesis (the la

14、rger a company, the more it is in its interest to postpone its profits until a future accounting period to face any risk of burdensome legislation being implemented). the second perspective suggests that the goal of earnings manipulation is to be in line with the expectations of the financial market

15、s. dechow and skinner underline that academics have mainly focused on contractual incentives, much more than on the influence of capital markets on earnings managemen t and that “this focus has been sustained by the assumption that markets are efficient”.profit manipulation can take two forms: earni

16、ngs management and falsification. earnings management involves postponing the period affected by an operation by changing the measurement methods, speeding up a sale or delaying a purchase. here, we can make out in the background earnings management as limited to manipulating accounting figures,rath

17、er than to profit manipulation that involves acting on real business situations. falsification involves disclosing wrongful data. in this case, such actions may be considered criminal. however, the fine line between these two types of manipulation remains blurred. several profit manipulation strateg

18、ies can be applied: smoothing reduces the variance of earnings and therefore to reduce perceived risk; big bath accounting wipes the slate clean for a new appointed director; or quite simply opportunistic management, the phenomenon supported by tenants of positive accounting theory. some o f these t

19、echniques are the privilege of “headquarters” level, i.e. boardrooms deciding to manipulate corporate results so that consolidated accounts provide the “expected ” figures. other practices presented beloware also used at other levels in the organizations. positive accounting theory researchers almos

20、t exclusively focus on top-management level profit manipulation. we deny the hypothesis according to which the director is alone in making accounting decisions. internal contracting, most often covered in positive accounting theory, deals with the compensation hypothesis. in this area, results from

21、different studies are contradictory. few studies in the context of positive accounting theory look at internal earnings management. smoothing could be destined to (1) external users of financial statements, such as investors and creditors, and (2) management itself. more specifically, as far as mana

22、gement is concerned, it 浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究35 should be noted that the motivation to smooth income is not confined to top management. lower management may attempt to smooth to look good to the top management. they may try to meet predetermined budgets, which in addition to serving as forec

23、asts, also act as performance yardsticks. that most business unit managers manipulate the performance of their units. there are few empirical studies on internal profit manipulation. pressure to reach net earnings or budgeted expenses encourages managers to move earnings from year to year by manipul

24、ating the accounts. that profit manipulation depends in large part on the forecasting process. in fact, at each level in the organization expectations may be established in one of three ways. firstly, an independent estimate can be reached independently from any other in the organization. secondly,

25、an estimate can be reached by aggregating estimates made by lower levels in the organization. thirdly, an estimate can be reached by disaggregating a higher level estimate. that one response to failure in reaching forecasts is creative book-keeping - there was evidence of a cross allocation of costs

26、 in order to protect units from external criticism and to protect reputation. the organization of such protection was an imaginative task for the accounting staff. lastly, another factor which explains profit manipulation: the result of these case studies indicates that the interdependence of foreca

27、sts at different levels when forecasts have been made by disaggregating may encourage managers to take a series of defensive positions and make the information and reporting systems opaque. how much profit manipulation takes place does not only depend on how accounting is used to evaluate the perfor

28、mance of managers and their pay but also how forecasts are made that will be used as a baseline for such performance appraisal. thus, the remuneration hypothesis put forward in the positive accounting theory does not suffice to explain internal profit manipulation. the agency model in a french conte

29、xt profit manipulation performed by management controllers must be put in perspective. the anglo-saxon model of corporate governance is consistent with a specific cultural context, and lends factual data, and therefore accounts, a special status. indeed, the american approach to collecting and handl

30、ing factual data is intimately tied to the american way of life. judicial or quasi-judicial procedures, which are held in high esteem, give fundamental value to material proof. the way data is collected and used reflects the american preference for accounts that everyone should render public. accoun

31、ting statements correspond perfectly to this way of thinking. the french distinguish two roles factual data is likely to play: enabling us to understand better how things work; and providing a means of assessing people. in the french system, confusing these two roles (which is perfectly legitimate i

32、n the united states) generates resistance. the controllers sense of responsibility alone (meaning what he feels responsible for, and not what he needs to account for) makes him pay attention to information he receives. the french model hardly encourages us to judge each person on the basis of such d

33、ata and is opposed to superiors demanding accounts that are too stringent. that subordinates may protect themselves from all hierarchical “interference” by surrounding their activity in a shroud of opacity is not considered an illegitimate act. as a consequence, it is the legitimacy of accounts that

34、 lies at the heart of the debate in a french context. in general, accounts can be seen as perfectly legitimate by an individual, when they are only seen as signals enabling him to see clearly the direct and indirect consequences of his 浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究36 actions, leaving him room to dra

35、w his own conclusions. such an approach seems well adapted to the way ones sense of duty is expressed in french society. it is expected that accounts would encourage stakeholders in their actions to take into account what a narrow-minded or short-term vision of their responsibilities would lead them

36、 to neglect. in the anglo-saxon model of governance, accounts are part of a conception, which completely opposes what would most likely be accepted in france. designed as strictly financial instruments and short-term assessment criteria, they lose all legitimacy. since factual data in france has no

37、sacred value, changing or inventing it does not constitute a major transgression. from that point on, manipulating accounts seems to be an ethical practice, almost natural, an act so anchored in everyday values that individuals may not even be aware of it. the relevance of positive accounting theory

38、 positive accounting theory, which studies accounting choices, has been overly interested in earnings management. despite this attention, academic research has shown limited evidence of earnings management. we focus on two points: the methodology chosen, and the model of man. theory positions itself

39、 in an objective perspective which consists in discerning earnings management from accounting documents, and checking the validity of economic hypotheses formulated on the behavior of managers regarding earnings management. moreover, positive accounting theory researchers examine large samples of fi

40、rms to make general statements about earnings management. dechow and skinner argue that researchers “tend to use statistical definition of earnings management that may not be very powerful in identifying earnings management”, and conclude that “the current research methodologies simply are not that

41、good at identifying earnings management”.the study of accounting is a social science, an accounting theory that seeks to explain and predict accounting cannot divorce accounting research from the study of people. the contracting approach to studying accounting requires researchers to understand the

42、incentives of contracting parties. the positive accounting literature explains why accounting is used and provides a framework for predicting accounting choices; choices are made in terms of individual objectives and the effects of accounting methods on the achievement of those objectives. arent age

43、ncy theoreticians victims of “scholastic fallacy” by portraying man as a rational calculator in all situations? whilst studying the social realm can only be achieved by considering that social agents dont just do any old thing, that they are not mad, and that they dont act without purpose, this does

44、nt necessarily mean they are opportunists. we have sought to understand practices, to find the reasons that drive people to act as they do. we have noted that management controllers give reasons for manipulating profits that differ according to their position: a search for legitimacy or an ethical s

45、tance. we cannot therefore reduce this behaviour to the level of opportunism as put forward by positive accounting theory. trying to predict behavior without trying to understand it is an illusion. this way of modelling behavior therefore teaches us very little about what drives the behavior of acco

46、unting decision-makers. does the positive accounting theory acceptance and use by the scientific community necessarily imply its validity? is this not simply the shadow of economic imperialism passing over the field of accounting research ? 浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究37 references: 1. colasse b. a

47、uditer, une mission impossible? socital 2003; no. 39, http:/www.societal.fr 2. dechow p, skinner dj. “earnings management: reconciling the views of accounting academics, practitioners, and regulators”, “accounting horizons”, no. 14, 2000,3. lambert, c. and sponem, s., “corporate governance and profi

48、t manipulation: a french field study ”,“critical perspectives on accounting”, no. 16, 2005, 4. ristea, m., olimid, l., calu, a., “sisteme contabile comparate”, corpul contabililor autorizatidin romania, bucuresti, 2006 http:/steconomice.uoradea.ro/anale/volume/2007/v2-finances-accounting-and-banks/9

49、5.pdf february 23,2012 浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究38 利潤及其操縱摘要： 最近的公司丑聞表明，會計作為現(xiàn)今一種體現(xiàn)經(jīng)濟(jì)事實的客觀的方式，其正遭受到信任危機(jī)。作為盎格魯撒克遜的公司治理體系的核心，它已經(jīng)成為公眾關(guān)注的焦點，其公正性和客觀性正受到質(zhì)疑。關(guān)鍵詞：利潤，操縱，管理積極會計理論和利潤操縱盡管大部分的丑聞發(fā)生在美國，但信任危機(jī)的影響已遠(yuǎn)遠(yuǎn)超出了美國邊界，盎格魯撒克遜治理體系席卷整個歐洲大陸，特別是在法國的盛行。為了遏制危機(jī)， 美國和法國都致力于體制與法律的改革。此外， 被認(rèn)定為進(jìn)行了這樣的操縱的審計師及財務(wù)董事都已經(jīng)受到法律制裁。不過

50、，我們應(yīng)該質(zhì)疑這些法律和立法措施是否將足以恢復(fù)系統(tǒng)的長期信心。 bernard ? collase反復(fù)問自己，是否不應(yīng)該考慮社會層面的問題呢？是不是有必要先了解背后操縱利潤的原因，以及它如何在法律改變前運作？積極會計理論是80年代初以來的會計研究的主流。他們從純經(jīng)濟(jì)的角度來看利潤操縱，并委婉地稱之為“盈余管理”。為什么管理層要操縱利潤？來自于股東的壓力使得管理層需要去操縱其公司的利潤。其股東為了遵循盎格魯撒克遜治理體系的目標(biāo)而對公司施壓，這就使得各個層次上均出現(xiàn)了會計操縱。首先， 我們將會以一系列目前常見的方法來定義“盈余管理”的概念，并評估管理層在這種現(xiàn)象中所起的作用。 我們將研究管理層實施

51、操縱利潤而采用的不同方法。利潤操縱的技能，使得管理層能在經(jīng)理人員眼中找到合法性。而這些在傳統(tǒng)的文化背景下，對他們而言是十分困難的。他們很快就成為不可或缺的戰(zhàn)略盟友，在市場的短視和經(jīng)營管理的必要性之間扮演仲裁者的角色。schipper提出了一個有代表性的學(xué)術(shù)定義，即“盈余管理”。在這一問題上，大多數(shù)文獻(xiàn)的表述是像類似。 他對于利潤操縱所下的定義為：“在對外財務(wù)報告的過程中有目的的干預(yù)，并獲得一些私利的意圖”。 healy 和 walhen 認(rèn)為兩個操縱利潤的主要誘因是：賬面的會計數(shù)字和資本市場的預(yù)期和估值。第一個觀點是被積極會計理論的擁護(hù)者所支持。他們認(rèn)為，公司及其利益相關(guān)者之間的合同為盈余管理

52、創(chuàng)造激勵。準(zhǔn)確地說，他們提出了三種假設(shè)：獎金計劃假設(shè)（董事將從利潤中獲得獎金，這使得其更容易使用會計方法，未來的利潤轉(zhuǎn)移到當(dāng)前）；債務(wù) / 權(quán)益假說（公司的債務(wù)越多，則它越關(guān)注當(dāng)前的盈利水平，因為在美國債務(wù)契約都需要維持一定的盈利水平）；政治成本假說（公司越大，則它越愿意推遲的利潤到未來的會計期間，以面對任何正在實施的繁重的立法的風(fēng)險）。第二個觀點認(rèn)為，利潤操縱的目標(biāo)是要符合金融市場的預(yù)期。dechow和 skinner強(qiáng)調(diào)，學(xué)者的研究主要集中在合同的激勵機(jī)制，而不僅局限在資本市場盈余管理的影響，這個觀點的假設(shè)是市場是持續(xù)有效的。利潤操縱行為可以采取兩種方式：盈余管理和偽造。盈余管理涉及是一個

53、推遲期間的操作，通浙江工業(yè)大學(xué)法學(xué)院上市公司關(guān)聯(lián)交易中利潤操縱的法律問題研究39 過計量方法的改變，加快銷售或推遲購買來影響利潤。在這里，我們的盈余管理僅限操縱會計指標(biāo)，而不是人為操縱涉及到作用于實際的業(yè)務(wù)情況的利潤。偽造涉及披露錯誤的數(shù)據(jù)。在這種情況下， 這種行為可能被視為犯罪。然而，利潤操縱于兩種類型的之間的界限目前仍然是模糊。可應(yīng)用幾種利潤操縱策略有：平滑地減少收益的方差，從而降低可感知風(fēng)險；大浴盆操作，委任新的董事或采用簡單的機(jī)會主義管理，這些方法被積極會計理論所支持。其中的一些技術(shù)是處于首要位置上的，換而言之， 董事會決定操縱公司業(yè)績以使得賬目能提供“預(yù)期”的數(shù)字。下面介紹的其他做法

54、也可用于組織中其他層次。積極會計理論的研究者幾乎全部集中于高層管理的利潤操縱。積極會計理論的研究者幾乎全部集中于高層管理的利潤操縱。我們拒絕由董事單獨進(jìn)行會計決策的假設(shè)。內(nèi)部承包是積極會計理論中最常見的內(nèi)容，其用來處理彌補(bǔ)假說。在這方面， 從不同的研究結(jié)果是矛盾的，而積極會計理論研究內(nèi)部收益管理方面的較少。緩和可能是注定（1）財務(wù)報表的外部使用者，如投資者和債權(quán)人（2）管理者自身。更具體地說，應(yīng)該指出的是，緩和收入的動機(jī)并不局限于高層管理人員。 較低層的管理人員可能會試圖高層管理人員。他們可能會盡量滿足預(yù)定的預(yù)算，預(yù)算除了有預(yù)測功能，也可作為評價的尺度。大多數(shù)的業(yè)務(wù)部分經(jīng)理人員僅操縱其所屬的部門。很少有關(guān)于內(nèi)部利潤操縱的積極研究。來自實現(xiàn)凈利潤或預(yù)算開支的目標(biāo)的壓力，這使得經(jīng)理人員通過操縱賬目來將盈利在個年度間轉(zhuǎn)移。利潤操縱很大程度上取決于企業(yè)的預(yù)測活動。事