中小股东权益保护的制度影响研究
发布时间：2018-07-21 22:13
【摘要】：在股权高度集中的国家,中小股东和控股股东之间的代理问题非常严重,“资本多数决”原则把中小股东推入不利的境地。控股股东剥夺中小股东的现象普遍而且非常严重,中小股东利益受到侵害已经成为不争的事实。作为中国证券市场的主要投资者,中小股东权益长期受损将会影响中国资本市场乃至国民经济的稳定发展。如何保护中小股东权益,加强制度保护已经成为共识。 本文以制度为基石,主要回答以下几个问题:(1)制度(法律和声誉)是如何影响中小股东权益保护?(2)我国的中小股东权益保护水平到底是怎样的?我国目前的制度(法律和声誉)对我国的中小股东权益保护是否达到了应有的效果?(3)针对中小股东群体的特殊性,如何在制度上加强对中小股东权益的保护?首先分析制度是如何影响中小股东权益保护行为的,沿着以法律为代表的正式制度和以声誉为代表的非正式制度两条路径分析了中小股东权益的特别保护制度,然后在对我国中小股东权益保护的制度供给现状分析的基础上,提出了制度对我国中小股东权益保护影响效果的研究假设:(1)建立了法律制度对中小股东权益保护水平的作用模型,并分别从整个国家的立法和执法以及中小股东权益保护的立法和执法两个层面提出假设。(2)建立了声誉机制对中小股东权益保护水平的作用模型,并从声誉的不同层面提出假设。 本研究采用上市公司数据,使用STATA 10.0软件对数据进行处理,综合运用了描述性统计分析、主成分分析、t检验、面板随机效应模型对研究假设进行了检验。研究结论表明:(1)我国的中小股东权益保护水平较低,由于股利获得水平较低,导致资本利得仍然是中小股东获利的来源,中小股东承担着巨大的风险。(2)法律对中小股东权益保护水平有着显著的正向作用。(3)声誉对中小股东权益保护有着显著的正向作用。(4)尽管法律和声誉已经起到了作用,但是相对于我国较低的中小股东权益保护水平还是不够的,还需要进一步完善立法,加强执法和发挥声誉的作用。 本文主要工作和贡献有以下几个方面: 1、既有的研究从控股股东的视角来分析制度,而中小股东权益保护不仅来自于制度对控股股东剥夺行为的约束,还来自于制度对中小股东积极维权行为的激励。而当控股股东不可避免地出现时,强化中小股东的积极行为则是保护中小股东权益的另一条路径。研究从中小股东的行为出发,分析了制度是如何通过改变成本和收益,进而影响中小股东行为的选择从而导致中小股东权益保护程度的不同,提出中小股东权益保护的制度设计应该向着减少中小股东成本,降低外部性、强化中小股东积极行为的方向。 2、从法律和声誉两个路径对我国目前中小股东权益保护的制度的供给进行分析。尽管我国证券市场的法律制度不断完善,但是针对中小股东的分散、人数多以及小额收益和较高的行使权利的费用而言,我国目前的法律制度供给还存在不足。投票机制和救济机制是目前关系中小股东权益保护最重要的内容,对公司法新补充的累积投票制度和股东代表诉讼制度进行法经济学分析,指出其在公平和效率上的不足。运用重复博弈理论分析控股股东声誉对中小股东权益保护的影响,指出我国控股股东声誉机制没有起到作用,原因在于政府声誉的介入。 3、对我国中小股东权益保护制度的供给效果进行实证检验。从资产收益权角度,运用主成分分析法衡量中小股东权益保护水平。运用面板随机效应模型和t检验方法实证检验制度对我国中小股东权益保护的影响。结果表明我国法律和声誉对中小股东权益保护都起到正面影响。但是相对于低的股利获得水平和高的资本利得风险,我国目前的法律和声誉仍不足够。 4、如何降低中小股东监管和维权的成本,基于中小股东的弱势群体性质,集体行动则成为必然选择。对应现有的累积投票制和股东代表诉讼制度,运用法经济学分析了股票代理权征集制度和股东集团诉讼制度对公平和效率的实现,提出首先要建立股票代理权征集制度和股东集团诉讼制度。其次发挥声誉机制,以弥补法律缺失和弱的法律执行。法律和声誉共同作用提高中小股东权益保护。 本研究从理论和实证两方面揭示了我国中小股东权益保护的真实全貌,以及我国制度对中小股东权益保护的作用,为我国中小股东权益保护相关制度的制定和实施提供了切实依据。
[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.
【学位授予单位】：华南理工大学
【学位级别】：博士
【学位授予年份】：2011
【分类号】：F276.6;F832.51;F224
本文编号：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.
【学位授予单位】：华南理工大学
【学位级别】：博士
【学位授予年份】：2011
【分类号】：F276.6;F832.51;F224
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