大股东监督、小股东“搭便车”及其利益保护

Large Shareholder Supervision,"Free-rider Problem"and Investor Protection

大股东利用控制权侵害小股东利益引起理论和实务界的广泛关注,但对大股东的监督努力关注不够。事实上,由于大股东通过监督努力提高了公司价值,所以既有的文献认为控制权私有收益等于大股东对小股东的侵害的思路有悖于控制权价值的实质。同时,大股东也存在利用自己的控股权优势进行侵害中小股东利益的自利行为,这是由于小股东"搭便车"使得大股东的监督成本得不到补偿所致。笔者通过理论和模型分析,认为要对大股东的监督努力给予合理的补偿,同时要利用法律等治理机制强化对投资者的保护,降低大股东存在的侵害问题,从而促进中国证券市场健康发展。

Large shareholders violating the interest of small shareholders has attracted the attention of the theoretical circle and the business circle. However the attention to the supervision effort of large shareholders is not enough. In fact, large shareholders improve the performance of companies by monitoring the managers. The existing literature holds that PBC is large shareholders violating the benefits of small shareholders, which is against the essence of controlling right. At the same time, the reason for the selfish behavior of large shareholders making use of their controlling right to violate the interest of small shareholders is that the cost of supervision of large shareholders is not compensated due to the ＂free - rider problem＂ of small shareholders. Through theoretical and model analysis the authors hold that reasonable compensation should be given to large shareholders, at the same time the protection of the interest of investors should be reenforced through law and other corporate governance mechanism and large shareholders＇ violation of the benefits of small shareholders should be reduced so that the securities market of China may develop healthily.