法律环境、公司治理与利益侵占——基于中、美股票市场的比较分析

Legal Environment,Corporate Governance and Expropriation:Evidence from the Comparison of Chinese and U.S.Stock Markets

本文主要研究法律环境、公司治理与利益侵占的关系。我们以在美国上市的50家中国公司为研究对象,并按照同行业、同规模的标准选取在国内上市的50家中国公司作为配比样本,考察在中、美不同的法律环境下,两组样本在公司治理结构和利益侵占程度方面是否存在差异,以及法律环境和公司治理结构的不同是否能够解释利益侵占程度的差异。实证研究发现,与在中国上市的同类公司相比,在美国上市的中国公司具有更有利于投资者保护的治理结构安排,且利益侵占程度更小,法律环境和公司治理结构安排的不同都能够解释利益侵占程度的差异,但是法律环境的解释能力更强。

Investor protection has received much more attention since the 1997 East Asian financial crisis. In outward form, expropriation can be taken by corporate managers or by controlling shareholder, but the essence of this issue is that somebody who has residual control rights of the company uses the rights to benefit himself. So the importance of investor protection is to limit self-benefit use of residual control rights. Legal environment and corporate governance are two basic factors that can play this role. This paper studies the differences of corporate governance and expropriation between Chinese and U. S. A. legal environment by comparing Chinese companies listed in U. S. A. stock market with Chinese companies listed in Shanghai or Shenzhen. We select Chinese companies that listed in the U. S. A. at the end of 2004 as our basic research sample, and matching them with Chinese companies that listed in Shanghai or Shenzhen stock exchange based on size and industry. We compare the level of expropriation and corporate governance of these two samples, and examine whether the difference of legal environment and corporate governance can explain the difference of expropriation. We find that compared with companies listed in Chinese stock market, Chinese companies listed in U. S. A. stock market have more efficient corporate governance and less expropriation. Legal environment and corporate governance both can explain the differences of expropriation, but the former does better. This paper integrates the macro level factor （legal environment） and micro level factor （corporate governance）, and suggests that former is more important for Chinese company. To make our results robust, we measure the level of expropriation both directly and indirectly. A simple method to adjust the difference of financial reporting accounting standards is also given in this paper.