中小股東權(quán)益保護(hù)的制度影響研究
發(fā)布時(shí)間：2018-07-21 22:13
【摘要】：在股權(quán)高度集中的國家,中小股東和控股股東之間的代理問題非常嚴(yán)重,“資本多數(shù)決”原則把中小股東推入不利的境地�？毓晒蓶|剝奪中小股東的現(xiàn)象普遍而且非常嚴(yán)重,中小股東利益受到侵害已經(jīng)成為不爭的事實(shí)。作為中國證券市場的主要投資者,中小股東權(quán)益長期受損將會(huì)影響中國資本市場乃至國民經(jīng)濟(jì)的穩(wěn)定發(fā)展。如何保護(hù)中小股東權(quán)益,加強(qiáng)制度保護(hù)已經(jīng)成為共識。 本文以制度為基石,主要回答以下幾個(gè)問題:(1)制度(法律和聲譽(yù))是如何影響中小股東權(quán)益保護(hù)?(2)我國的中小股東權(quán)益保護(hù)水平到底是怎樣的?我國目前的制度(法律和聲譽(yù))對我國的中小股東權(quán)益保護(hù)是否達(dá)到了應(yīng)有的效果?(3)針對中小股東群體的特殊性,如何在制度上加強(qiáng)對中小股東權(quán)益的保護(hù)?首先分析制度是如何影響中小股東權(quán)益保護(hù)行為的,沿著以法律為代表的正式制度和以聲譽(yù)為代表的非正式制度兩條路徑分析了中小股東權(quán)益的特別保護(hù)制度,然后在對我國中小股東權(quán)益保護(hù)的制度供給現(xiàn)狀分析的基礎(chǔ)上,提出了制度對我國中小股東權(quán)益保護(hù)影響效果的研究假設(shè):(1)建立了法律制度對中小股東權(quán)益保護(hù)水平的作用模型,并分別從整個(gè)國家的立法和執(zhí)法以及中小股東權(quán)益保護(hù)的立法和執(zhí)法兩個(gè)層面提出假設(shè)。(2)建立了聲譽(yù)機(jī)制對中小股東權(quán)益保護(hù)水平的作用模型,并從聲譽(yù)的不同層面提出假設(shè)。 本研究采用上市公司數(shù)據(jù),使用STATA 10.0軟件對數(shù)據(jù)進(jìn)行處理,綜合運(yùn)用了描述性統(tǒng)計(jì)分析、主成分分析、t檢驗(yàn)、面板隨機(jī)效應(yīng)模型對研究假設(shè)進(jìn)行了檢驗(yàn)。研究結(jié)論表明:(1)我國的中小股東權(quán)益保護(hù)水平較低,由于股利獲得水平較低,導(dǎo)致資本利得仍然是中小股東獲利的來源,中小股東承擔(dān)著巨大的風(fēng)險(xiǎn)。(2)法律對中小股東權(quán)益保護(hù)水平有著顯著的正向作用。(3)聲譽(yù)對中小股東權(quán)益保護(hù)有著顯著的正向作用。(4)盡管法律和聲譽(yù)已經(jīng)起到了作用,但是相對于我國較低的中小股東權(quán)益保護(hù)水平還是不夠的,還需要進(jìn)一步完善立法,加強(qiáng)執(zhí)法和發(fā)揮聲譽(yù)的作用。 本文主要工作和貢獻(xiàn)有以下幾個(gè)方面: 1、既有的研究從控股股東的視角來分析制度,而中小股東權(quán)益保護(hù)不僅來自于制度對控股股東剝奪行為的約束,還來自于制度對中小股東積極維權(quán)行為的激勵(lì)。而當(dāng)控股股東不可避免地出現(xiàn)時(shí),強(qiáng)化中小股東的積極行為則是保護(hù)中小股東權(quán)益的另一條路徑。研究從中小股東的行為出發(fā),分析了制度是如何通過改變成本和收益,進(jìn)而影響中小股東行為的選擇從而導(dǎo)致中小股東權(quán)益保護(hù)程度的不同,提出中小股東權(quán)益保護(hù)的制度設(shè)計(jì)應(yīng)該向著減少中小股東成本,降低外部性、強(qiáng)化中小股東積極行為的方向。 2、從法律和聲譽(yù)兩個(gè)路徑對我國目前中小股東權(quán)益保護(hù)的制度的供給進(jìn)行分析。盡管我國證券市場的法律制度不斷完善,但是針對中小股東的分散、人數(shù)多以及小額收益和較高的行使權(quán)利的費(fèi)用而言,我國目前的法律制度供給還存在不足。投票機(jī)制和救濟(jì)機(jī)制是目前關(guān)系中小股東權(quán)益保護(hù)最重要的內(nèi)容,對公司法新補(bǔ)充的累積投票制度和股東代表訴訟制度進(jìn)行法經(jīng)濟(jì)學(xué)分析,指出其在公平和效率上的不足。運(yùn)用重復(fù)博弈理論分析控股股東聲譽(yù)對中小股東權(quán)益保護(hù)的影響,指出我國控股股東聲譽(yù)機(jī)制沒有起到作用,原因在于政府聲譽(yù)的介入。 3、對我國中小股東權(quán)益保護(hù)制度的供給效果進(jìn)行實(shí)證檢驗(yàn)。從資產(chǎn)收益權(quán)角度,運(yùn)用主成分分析法衡量中小股東權(quán)益保護(hù)水平。運(yùn)用面板隨機(jī)效應(yīng)模型和t檢驗(yàn)方法實(shí)證檢驗(yàn)制度對我國中小股東權(quán)益保護(hù)的影響。結(jié)果表明我國法律和聲譽(yù)對中小股東權(quán)益保護(hù)都起到正面影響。但是相對于低的股利獲得水平和高的資本利得風(fēng)險(xiǎn),我國目前的法律和聲譽(yù)仍不足夠。 4、如何降低中小股東監(jiān)管和維權(quán)的成本,基于中小股東的弱勢群體性質(zhì),集體行動(dòng)則成為必然選擇。對應(yīng)現(xiàn)有的累積投票制和股東代表訴訟制度,運(yùn)用法經(jīng)濟(jì)學(xué)分析了股票代理權(quán)征集制度和股東集團(tuán)訴訟制度對公平和效率的實(shí)現(xiàn),提出首先要建立股票代理權(quán)征集制度和股東集團(tuán)訴訟制度。其次發(fā)揮聲譽(yù)機(jī)制,以彌補(bǔ)法律缺失和弱的法律執(zhí)行。法律和聲譽(yù)共同作用提高中小股東權(quán)益保護(hù)。 本研究從理論和實(shí)證兩方面揭示了我國中小股東權(quán)益保護(hù)的真實(shí)全貌,以及我國制度對中小股東權(quán)益保護(hù)的作用,為我國中小股東權(quán)益保護(hù)相關(guān)制度的制定和實(shí)施提供了切實(shí)依據(jù)。
[Abstract]:In a country with high concentration of equity, the agency problem between the middle and small shareholders and the controlling shareholders is very serious. The principle of "capital majority" has pushed the small and medium shareholders into the unfavorable situation. The phenomenon of the controlling shareholders depriving the small and medium-sized shareholders is common and very serious. The interests of the small and medium shareholders have become an indisputable fact. As a Chinese securities market The long-term damage of the interests of small and medium shareholders will affect the stable development of China's capital market and even the national economy. It has become a common understanding of how to protect the rights and interests of small and medium shareholders and strengthen the protection of the system.
Based on the system, this paper mainly answers the following questions: (1) how does the system (Law and reputation) affect the protection of the rights and interests of small and medium shareholders? (2) what is the level of the protection of the rights and interests of small and medium shareholders in China? Does the current system (Law and reputation) have achieved the due effect on the protection of the rights and interests of small and medium shareholders in China (3) How to strengthen the protection of the rights and interests of small and medium shareholders in the system is how to protect the rights and interests of small and medium shareholders. First, it analyzes how the system affects the protection of the rights and interests of small and medium shareholders. It analyzes the special protection system of the rights and interests of small and medium shareholders along the two paths of the formal system represented by the law and the informal system represented by the reputation. On the basis of the analysis of the present situation of the protection of the rights and interests of small and medium shareholders in China, this paper puts forward the research hypothesis of the effect of the system on the protection of the rights and interests of small and medium shareholders in China: (1) establishing the role model of the legal system on the protection level of the rights and interests of the small and medium shareholders, and the protection of the rights and interests of the small and medium shareholders from the whole country. Two levels of legislation and law enforcement are put forward. (2) a model of the effect of reputation mechanism on the protection level of small and medium shareholders is set up, and the hypothesis is put forward from different levels of reputation.
This study uses the data of listed companies, uses STATA 10 software to deal with the data, and uses descriptive statistical analysis, principal component analysis, t test and panel random effect model to test the research hypothesis. The conclusions show that: (1) the protection level of minority shareholders in China is low and the level of dividend gain is low, which leads to the low level of dividend income in China. Capital gains are still the source of profit for small and medium shareholders, small shareholders take a huge risk. (2) the law has a significant positive effect on the protection level of small and medium shareholders. (3) reputation has a significant positive effect on the protection of small and medium shareholders' rights and interests. (4) although the law and sound reputation have played a role, but relative to the lower middle of our country The protection of minority shareholders' rights and interests is not enough. We need to further improve legislation, strengthen law enforcement and play a reputation role.
The main work and contribution of this paper are as follows:
1, the existing research is to analyze the system from the perspective of the controlling shareholders, and the protection of the rights and interests of the small and medium-sized shareholders not only comes from the restriction on the deprivation of the controlling shareholders, but also comes from the incentive to the active rights of the small and medium shareholders. While the holding shareholders inevitably appear, the positive behavior of the small shareholders is protected by the small and medium shareholders. The other way of shareholders' rights and interests. From the behavior of small and medium shareholders, this paper analyzes how the system can affect the choice of small shareholders' rights and interests by changing the cost and income, and thus leads to the difference in the protection of small and medium stockholders' rights and interests. The design of the protection of the rights and interests of small and medium shareholders should reduce the cost of small and medium shareholders and reduce the cost of small and medium shareholders. Externality, strengthen the direction of positive behavior of small and medium shareholders.
2, from the two paths of law and reputation, this paper analyzes the supply of the protection of the rights and interests of small and medium shareholders in our country. Although the legal system of the stock market is perfected in our country, the supply of the legal system of our country is still present in terms of the dispersion of the small and medium shareholders, the large number of people, the small income and the higher exercise of the rights. The voting mechanism and the relief mechanism are the most important contents in the protection of the rights and interests of the small and medium shareholders. The cumulative voting system of the company law and the legal and economic analysis of the shareholder representative litigation system are analyzed, and the deficiencies in the equity and efficiency are pointed out. The impact of the protection indicates that the reputation mechanism of our controlling shareholders has not played a role because the government's reputation has intervened.
3, empirical test on the supply effect of the protection system of small and medium shareholders in China. From the angle of the right of asset income, the principle of principal component analysis is used to measure the protection level of the rights and interests of the small and medium shareholders. The effect of the empirical test system of panel random effect and t test on the protection of the rights and interests of small and medium shareholders in China. The result shows that the legal harmony of our country Reputation has a positive impact on the protection of the rights and interests of small and medium shareholders. However, relative to the low level of dividend gain and the high risk of capital gains, the current law and reputation of our country are still not enough.
4, how to reduce the cost of small and medium stockholders' supervision and rights protection, based on the nature of the weak group of small and medium shareholders, collective action is an inevitable choice. Corresponding to the existing cumulative voting system and shareholder representative litigation system, the realization of equity and shareholder group litigation system to the realization of equity and efficiency is analyzed by law and economics. First of all, we should establish the system of the collection of stock agency and the system of shareholder group litigation. Secondly, we should give full play to the reputation mechanism, in order to make up for the lack of law and the weak legal enforcement. The joint role of law and reputation improves the protection of the rights and interests of the small and medium shareholders.
This study reveals the true panorama of the protection of the rights and interests of small and medium shareholders in China from two aspects of theory and demonstration, as well as the role of our system on the protection of the rights and interests of small and medium shareholders, providing a practical basis for the establishment and implementation of the relevant system for protecting the rights and interests of small and medium shareholders in China.
【學(xué)位授予單位】：華南理工大學(xué)
【學(xué)位級別】：博士
【學(xué)位授予年份】：2011
【分類號】：F276.6;F832.51;F224
本文編號：2137023
[Abstract]:In a country with high concentration of equity, the agency problem between the middle and small shareholders and the controlling shareholders is very serious. The principle of "capital majority" has pushed the small and medium shareholders into the unfavorable situation. The phenomenon of the controlling shareholders depriving the small and medium-sized shareholders is common and very serious. The interests of the small and medium shareholders have become an indisputable fact. As a Chinese securities market The long-term damage of the interests of small and medium shareholders will affect the stable development of China's capital market and even the national economy. It has become a common understanding of how to protect the rights and interests of small and medium shareholders and strengthen the protection of the system.
Based on the system, this paper mainly answers the following questions: (1) how does the system (Law and reputation) affect the protection of the rights and interests of small and medium shareholders? (2) what is the level of the protection of the rights and interests of small and medium shareholders in China? Does the current system (Law and reputation) have achieved the due effect on the protection of the rights and interests of small and medium shareholders in China (3) How to strengthen the protection of the rights and interests of small and medium shareholders in the system is how to protect the rights and interests of small and medium shareholders. First, it analyzes how the system affects the protection of the rights and interests of small and medium shareholders. It analyzes the special protection system of the rights and interests of small and medium shareholders along the two paths of the formal system represented by the law and the informal system represented by the reputation. On the basis of the analysis of the present situation of the protection of the rights and interests of small and medium shareholders in China, this paper puts forward the research hypothesis of the effect of the system on the protection of the rights and interests of small and medium shareholders in China: (1) establishing the role model of the legal system on the protection level of the rights and interests of the small and medium shareholders, and the protection of the rights and interests of the small and medium shareholders from the whole country. Two levels of legislation and law enforcement are put forward. (2) a model of the effect of reputation mechanism on the protection level of small and medium shareholders is set up, and the hypothesis is put forward from different levels of reputation.
This study uses the data of listed companies, uses STATA 10 software to deal with the data, and uses descriptive statistical analysis, principal component analysis, t test and panel random effect model to test the research hypothesis. The conclusions show that: (1) the protection level of minority shareholders in China is low and the level of dividend gain is low, which leads to the low level of dividend income in China. Capital gains are still the source of profit for small and medium shareholders, small shareholders take a huge risk. (2) the law has a significant positive effect on the protection level of small and medium shareholders. (3) reputation has a significant positive effect on the protection of small and medium shareholders' rights and interests. (4) although the law and sound reputation have played a role, but relative to the lower middle of our country The protection of minority shareholders' rights and interests is not enough. We need to further improve legislation, strengthen law enforcement and play a reputation role.
The main work and contribution of this paper are as follows:
1, the existing research is to analyze the system from the perspective of the controlling shareholders, and the protection of the rights and interests of the small and medium-sized shareholders not only comes from the restriction on the deprivation of the controlling shareholders, but also comes from the incentive to the active rights of the small and medium shareholders. While the holding shareholders inevitably appear, the positive behavior of the small shareholders is protected by the small and medium shareholders. The other way of shareholders' rights and interests. From the behavior of small and medium shareholders, this paper analyzes how the system can affect the choice of small shareholders' rights and interests by changing the cost and income, and thus leads to the difference in the protection of small and medium stockholders' rights and interests. The design of the protection of the rights and interests of small and medium shareholders should reduce the cost of small and medium shareholders and reduce the cost of small and medium shareholders. Externality, strengthen the direction of positive behavior of small and medium shareholders.
2, from the two paths of law and reputation, this paper analyzes the supply of the protection of the rights and interests of small and medium shareholders in our country. Although the legal system of the stock market is perfected in our country, the supply of the legal system of our country is still present in terms of the dispersion of the small and medium shareholders, the large number of people, the small income and the higher exercise of the rights. The voting mechanism and the relief mechanism are the most important contents in the protection of the rights and interests of the small and medium shareholders. The cumulative voting system of the company law and the legal and economic analysis of the shareholder representative litigation system are analyzed, and the deficiencies in the equity and efficiency are pointed out. The impact of the protection indicates that the reputation mechanism of our controlling shareholders has not played a role because the government's reputation has intervened.
3, empirical test on the supply effect of the protection system of small and medium shareholders in China. From the angle of the right of asset income, the principle of principal component analysis is used to measure the protection level of the rights and interests of the small and medium shareholders. The effect of the empirical test system of panel random effect and t test on the protection of the rights and interests of small and medium shareholders in China. The result shows that the legal harmony of our country Reputation has a positive impact on the protection of the rights and interests of small and medium shareholders. However, relative to the low level of dividend gain and the high risk of capital gains, the current law and reputation of our country are still not enough.
4, how to reduce the cost of small and medium stockholders' supervision and rights protection, based on the nature of the weak group of small and medium shareholders, collective action is an inevitable choice. Corresponding to the existing cumulative voting system and shareholder representative litigation system, the realization of equity and shareholder group litigation system to the realization of equity and efficiency is analyzed by law and economics. First of all, we should establish the system of the collection of stock agency and the system of shareholder group litigation. Secondly, we should give full play to the reputation mechanism, in order to make up for the lack of law and the weak legal enforcement. The joint role of law and reputation improves the protection of the rights and interests of the small and medium shareholders.
This study reveals the true panorama of the protection of the rights and interests of small and medium shareholders in China from two aspects of theory and demonstration, as well as the role of our system on the protection of the rights and interests of small and medium shareholders, providing a practical basis for the establishment and implementation of the relevant system for protecting the rights and interests of small and medium shareholders in China.
【學(xué)位授予單位】：華南理工大學(xué)
【學(xué)位級別】：博士
【學(xué)位授予年份】：2011
【分類號】：F276.6;F832.51;F224
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