作　　者： ; (梁喜）;

机构地区： 华南理工大学工商管理学院

出　　处： 《南开管理评论》 2010年第5期53-60,共8页

摘　　要： 本文运用中国2004-2007年有关并购后所有权转移的191家上市公司数据检验2006年我国公司法调整及股权分置改革后,对上市公司中小股东投资者的法律保护是否加强。结果发现,并购后控股股东掏空动机整体较之前有所降低,对中小投资者的保护较之前有所加强;同时,控制权与现金流权分离程度的敏感性大于前期。敏感性增加意味着控股股东在对与掏空行为密切相关的两权分离程度的关注程度、伺机抉择性更强;掏空的方式、方法、手段将更具隐秘性、多样性。股权分置改革完成不能由此结束由两权分离所带来的掏空行为;在海外的一些发达或新兴市场的上市公司不存在股权分置问题,但同样存在类似行为。由此,投资者的法律保护任重而道远。 In recent years, as the development of Chinese market economy and the launching of non-tradable shares reform, the phenomenon that large shareholders especially the controlling shareholders occupy the interests of minority shareholders gets more and more obvious and severe in present companies, especially in the enterprises whose ownership has been transferred after acquisition.This paper examines whether the legal protection of middle and small investors in listed companies is strengthened or not after the implementation of new corporate law and non-tradable share reform.By applying empirical research method and using 191 samples of listed firms with transfer of ownership after acquisition over the period of year 2004 to 2007, this paper indicates that after acquisition the controlling shareholders get less tunnelling motivation while the minority shareholders＇ interests are more strongly protected than ever before.It also discovers that the deviation degree between control power and cash-flow right is more sensitive then before, which indicates that the controlling shareholders pay more attention to this deviation degree due to its close relation with tunnelling and they tend to get more opportunistic choice and in this way, the methods of tunnelling become more secretive and varied than ever before.In addition, it is observed that above behaviours also similarly exists in foreign listed companies both in developed market and newly-emerged markets which do not have the non-trade share matter as in Chinese market.Therefore, as to the legal protection of investors, there is still a grand task to perform and a long way to go in China.Finally, our research suggests that the president＇s serving as the general manager at the same time can directly resist the tunnelling behaviours of controlling shareholders to some degree.To better coordinate with its external legal environment, modern enterprise should also exert the effect of its internal management so as to form the joint force either inside or outside to resi

关 键 词： 投资者法律保护 股权分置改革 资金占用 股东控制权 现金流权

领　　域： [经济管理] [经济管理]