控制权、租金保护与组织形式

Control Rights, Rent Protection and Organization Form

本文首先扩展了Bennedsen和Wolfenzon的模型,分析了多个大股东并存的股权结构达到稳定性需要的条件,并发现了在法律制度不是很完善的情况下低成本的替代治理机制的存在才可能促进该种股权结构实现稳定。然后结合士兰微从建立至今12年股权结构演变的深度案例证明了适当的替代治理机制可以使得多个大股东并存的股权结构达到稳定的状态这一结论 ;但是,这种机制的选择也受到我国的制度背景和法律环境的影响。

This paper firstly extends the model of Bennedsen and Wolfenson(2000),and analyzes the conditions that assure the stability of ownership structure with multiple large shareholders.Two variables are critical to the stability of multiple large shareholders governance structure.They are implementation cost of substitute governance mechanism and the extent to which the relative legal system is effective and efficient.As pointed out in the paper,there are three different areas in which the multiple shareholders governance structure will be stable(instable).When the legal system is sufficiently effective,as in area B,the multiple shareholders governance structure will be definitely stale.When the legal system is to some extent inefficient and the implementation cost of substitute governance mechanism is sufficiently high,the multiple shareholders governance structure will be definitely instable,and the shareholders will compete for the control rights because of the private benefits.This is the case in area C.When the implementation cost of substitute governance mechanism is mildly high,and the legal system is to some extent efficient,the multiple shareholders governance structure will be stable if the right substitute governance structure is chosen.This is the case in area A.Furthermore,the analysis shows that the only mechanism assuring stability of this ownership structure must be a low-implementationcost one under the imperfect legal environment.The in-depth case study of Hangzhou Silan Microelectronics Co.,Ltd’s ownership structure evolution process of the past 12 years strongly supports the paper’s theoretical results.That is,ownership structure with multiple large shareholders will keep stable and will not necessarily result in the battle among the shareholders as long as there exists a reasonable system,which is influenced by the particular institutional backgrounds and the legal environments.At the end of the paper,some implications are developed for Chinese enterprises and government supervision departments.