摘要
如何有效约束控股股东“掏空”行为,是当下中国提升上市公司质量的重点。通过手工整理中国A股上市公司境外股东的持股比例和来源国(地区)信息,本文考察了资本市场开放背景下境外投资者持股对于上市公司中控股股东“掏空”行为的影响及其内在机制。研究发现:(1)境外投资者持股能够改善被投资企业的信息披露质量(“内部治理机制”),提高分析师和媒体的关注与监督程度(“外部监督机制”),从而有效抑制控股股东的“掏空”行为。(2)来自高治理水平国家(地区)的境外投资者、境外直接投资者、境外机构投资者对于上市公司控股股东“掏空”行为的抑制作用会更强;进一步划分境外机构投资者的类型,独立境外机构投资者、稳定型境外机构投资者以及签署UN PRI的境外机构投资者的影响更大;在非国有企业、自身治理水平较差的企业、经济政策不确定性较高的时期、法律监管水平较低的地区中,境外投资者持股对控股股东“掏空”行为的抑制作用更加明显。(3)持股比例5%及以上的境外投资者才能有效抑制控股股东的“掏空”行为。本文拓展了内部人行为治理的相关研究,对进一步完善资本市场对外开放政策具有启示意义。
There is a significant information asymmetry between controlling shareholders and minority shareholders,which may result in controlling shareholders exploiting their effective control to transfer the firm's assets and profits,thereby undermining the interests of minority shareholders.Due to unique historical reasons and institutional backgrounds,Chinese listed companies are characterized by a concentrated ownership structure,as opposed to the dispersed ownership structure prevalent in Western capital markets.As a result,controlling shareholders have effective control over the company,which provides convenience for tunneling activities.Therefore,how to effectively curb the tunneling of controlling shareholders and effectively protect the interests of minority shareholders has thus become a critical focus for promoting the high-quality development of listed companies in China.Since China's accession to the WTO,the gradual opening up of the capital market has enabled a large number of foreign companies to enter the Chinese market through joint ventures,cooperation and equity participation,thereby injecting fresh impetus into the governance of listed companies.Given their strong financial resources and rich investment management expertise,foreign investors play a crucial role in improving the corporate governance of the companies,including improved information transparency,enhanced quality of accounting disclosure and reduced earnings management.However,the question remains:can foreign investors use their advantages to effectively monitor and constrain the tunneling of controlling shareholders?The existing literature has not thoroughly and comprehensively explored this issue.Based on the aforementioned ideas,we manually collect data on the top ten shareholders of Chinese Ashare listed companies from 2003 to 2022,and comprehensively examine the impact and mechanism of foreign investor ownership on the tunneling behavior of controlling shareholders under the background of capital market liberalizationg.The main findings are as follows.First,foreign ownership can improve the quality of information disclosure in the firms they invest in and increase the attention of analysts and media,thereby effectively constraining the tunneling behavior of controlling shareholders.Second,foreign ownership from countries with high governance standards,as well as foreign direct investors and foreign institutional investors,have a stronger inhibitory effect on the tunneling behavior of controlling shareholders.Third,independent foreign institutional investors,stable foreign institutional investors,and foreign institutional investors who have signed the UN Principles for Responsible Investment(UN PRI)have a more pronounced impact.Finally,in non-state-owned firms,firms with poor governance,periods of high economic policy uncertainty,and in regions with poor legal regulation,the impact of foreign ownership is more significant.Our paper makes the following three key contributions.First,we provide a novel approach to addressing the governance of controlling shareholders'tunneling.Previous studies qualitatively examined the changes in controlling shareholders'tunneling before and after the opening of the Shanghai-Hong Kong Stock and Shenzhen-Hong Kong Stock Connect programs,but were unable to distinguish between different types of foreign investors.We quantitatively assess the extent to which increases in foreign ownership can influence controlling shareholders'tunneling.In addition,we compare the effects of FDI and QFII,foreign institutional investors versus foreign individual investors,different ownership scales,different types of foreign institutional investors,and foreign investors from different countries on the tunneling of controlling shareholders.This enriches the literature on the governance of insider behavior.Second,we provide a new perspective for studying the impact of foreign ownership.Previous studies have not reached a consistent conclusion on the impact of foreign ownership.Some studies argue that foreign investors in emerging markets act like“locusts”,prioritizing short-term profits without regard for long-term corporate development.Conversely,other studies suggest that foreign investors export their advanced management experience to improve corporate governance of the firms.We confirm that foreign ownership can play a regulatory role,exerting a positive governance effect,which contribute to a deeper understanding of the economic implications of capital market openness policies.Third,existing literature on foreign investors in China has primarily focused on QFIIs,lacking a comprehensive examination of the influence of foreign capital on corporate governance.We manually collected data on the shareholding ratios and their origin countries of foreign investors in listed companies to provide a more accurate characterization of the impact of foreign capital on controlling shareholders'tunneling.
作者
张浩
谭雯倩
韩永辉
ZHANG Hao;TAN Wenqian;HAN Yonghui(School of Finance,Guangdong University of Foreign Studies;International School of Business Finance,Sun Yat-sen University;Guangdong Institute for International Strategies,Guangdong University of Foreign Studies)
出处
《金融研究》
CSSCI
北大核心
2024年第10期151-168,共18页
Journal of Financial Research
基金
国家自然科学基金面上项目(72373022)
国家自然科学基金重大项目(71991474)
广东金融学会基础课题项目(JCKT202308)的资助
关键词
境外投资者
控股股东掏空行为
资金占用
公司治理
Foreign Investors
Tunneling Behaviors
Funds Embezzlement
Corporate Governance
