国有上市公司控制权转让问题研究

Research on Controlling Rights Transfer of State-Owned Public Companies

国有上市公司的剩余索取权和剩余控制权是分离的,在监督机制弱化、内部人控制严重的公司治理缺陷下,作为国有股东的代理人有动机和条件通过转让控制权谋取私利,处于劣势地位的受让方必然“贿赂”出让方,以期以较低的价格获得控制权这种稀缺资源,结果导致国有资产流失。因此,有必要完善国有上市公司的监管机制和用人机制,在公开竞价下进行控制权转让,并且强化信息披露制度。

The residual claim and residual control of state-owned public companies is separate. When the corporate governance is defective with weak supervisory mechanism and serious insider control, state shareholders＇ agents have motivation and condition to transfer controlling rights for self-interest. On the other hand, the assignee must bribe assignor to acquire the rare resource-controlling rights at a lower price since they are at a disadvantage position. As a result, state assets would drain away. Therefore, we need to improve the supervisory and employment mechanism of listed state-owned company, to transfer the controlling rights in open bidding market, and to strengthen the information disclosure system.