中国上市公司股票期权:大股东的一个合法性“赎买”工具

The Listed Companies' Stock Options in China:a Legitimate "Redemption" Tool for Large Holder

对于我国上市公司采用的股票期权大多未能发挥激励作用的现象,现有研究主要从"最优契约观"和"管理者权力观"两个理论视角进行解释。但这两个理论均是基于"不存在控股股东的股权分散公司"的典型样例基础上构建,与我国资本市场中绝大多数上市公司是"存在控股股东的高度集中型股权结构"的现实情况不相符。有鉴于此,本文从大股东行为角度解析此现象,认为,大股东在转移上市公司资源时,需要对作为上市公司资源的"守护者"高管进行"赎买",股票期权正是此一"合法性""赎买"工具,因而未能发挥激励高管的作用(大股东"赎买"观)。如果上述理论推断正确,那么应有如下两个假设:(1)大股东隧道行为与股票期权的激励强度负相关;(2)大股东控制权是通过隧道行为这一中介机制影响股票期权的激励有效性。本文基于2005年第3季度至2009年底我国上市公司实施的股票期权数据,使用事件法和多元回归方法证实了两个假设,表明了上述理论推断的合理性。本文随后对"大股东赎买观"与现有的"最优契约观"、"管理者权力观"进行了对比分析,表明"大股东赎买观"更适合用于我国上市公司的高管薪酬问题。本文结论表明,要使股票期权如愿发挥激励作用,最好在股权分散型公司实施,如果在股权集中型公司实施,必须设法"堵住"大股东窃取公司资源的"隧道"。

On the one hand, the existed literatures expound the phenomenon that most stock options In our country don＇t motivate top managers from the theoretical perspectives of ＂optimal contracting approach＂ and ＂managerial power approach＂. While the two theories above are both based on the listed companies without a controlling shareholder, which is not agreeable with the real practices in our country. Thus, the paper expounds the phenomenon from the perspective of the action of large shareholder. On the other hand, the existed studies mostly view the topic about the conflict between shareholders and top managers ＂the corporate governance of agency problem＂, and the topic about the conflict between large shareholders and small shareholders ＂the corporate governance of expropriate problem＂. Again, the two types of corporate governance above are not agreeable with the real practices in our country. In our country, the equity ownership structure of the listed companies is highly concentrated. Moreover, in our capital market, most of the companies are stated-owned companies, the others are the private companies headed by the professional managers. In these companies, there are not only existed the conflicts between large stockholders and small stockholder, but also existed the conflicts between stockholders and top managers. In order to accurately definite the problem of corporate governance, the paper puts forward to a new construct-＂ the corporate governance of mixed problem＂. The mixed problem of corporate governance holds that the large shareholder needs to briber the top managers when they want to ＂tunnel＂ the corporate resources. The stock options is a legitimate ＂redemption＂ tool for large shareholders, thus don＇t motivate top managers. The views above are named the ＂large shareholder redemption approach＂. In order to verify the theoretical proposition, the paper is based on stock op- tions of listed companies in our country from 2005 Q2nd to 2009 Q4nd, and uses the methods of events and regres- sion to tests the follow two hypothesis ： （ 1 ） the degree of tunneling is negative with motivating degree of stock options ; （2） the influence of the control of large holder on the motivating degree is mediated by the degree of tunneling. Then, the paper contrasts the ＂large shareholder redemption approach＂ with the ＂optimal contracting approach＂ and ＂managerial power approach＂. The ＂optimal contracting approach＂ and ＂managerial power ap- proach＂ generally cited by most existed literatures are based on the stylized fact with ＂the publicly traded companies without a controlling shareholder＂. While the ＂large shareholder redemption approach＂ are based on the stylized fact with ＂the publicly traded companies with a controlling shareholder＂, which is most suitable to expound the managers＇ compensation problems of the listed companies in our country. The findings provide two implications. Firstly, when introducing the stock options into the special institutional environment like our country, we need to pay more attentions two aspects, the large shareholders＇ equity ownership structure and the large shareholders＇ action. （1） We should introduce the stock options into the companies with dispersed equity ownership structure, or the companies without the controlling shareholder. （2） If we have to introduce the stock options into the companies with the controlling shareholder, we must create such a circumstance, that some devices （eg. Legal institution, the mechanism of internal and external corporate governance, et al. , ） has silted up the tunnel by which the large shareholders steal the resources from the listed companies. Secondly, the paper shows that, since validated by the Laws, regulations and the community, et al. , the stock options have been one of the legitimate ＂redemption＂ tools for the large shareholders. With this, we can speculate that, when the stock options are not legitimated, or for those companies whose can not introduce the stock options for some others reasons, the large shareholders may be to briber the top managers with some others ＂shaded＂ redemption tools, such as top managers＇ succession plan, job promotion, excessive consumption, etc. while, what is the ＂shaded＂ redemption tools concrete formality？ And how does the ＂shaded＂ redemption tools put into practices？ These questions need to be explored in the future.