融资惯性、控制权收益和民营化效率——基于星美联合的案例分析

Financing Inertia,Benefits from Control Right and Privatization Efficiency:Based on the Case of Stellar Megaunion Corporation

文章通过研究星美联合股份有限公司(以下简称星美联合),发现国有企业民营化后,接手国有企业的民营企业仍能以较低的利率获得持续稳定的银行贷款,这种融资惯性使企业可以通过高额负债实现资产的迅速扩张。同时,由于民营化并没有改变控股股东的控制权收益,接手国有企业的大股东有强烈的动机通过关联方交易来掏空其利用融资惯性而加速积累的资产,并可以进一步利用破产重组和股权分置改革中的漏洞,逃脱大额银行贷款的约束而金蝉脱壳,从而导致国有资产加倍流失。可见,民营化的真实动机是影响民营化效率的根本因素,控制权与剩余所有权的分离是大股东掏空上市公司的直接原因,而国有资本管理、金融企业贷款管理、上市公司交易监管等方面的缺陷则为民营化后国有资产的加倍流失提供了机会。文章开拓性地研究了控制权收益的具体来源,融资惯性增加了民营化后控股股东的控制权收益,是导致国有资产被加倍掏空的隐蔽渠道。因此,完善金融机构的贷款制度并加强对上市公司掏空行为的监管和惩戒,是避免"国退民进"中利用融资惯性掏空国有资产的基础。

Based on the facts of Stellar Megaunion Corporation,this paper finds that after the privatization of state-owned enterprises,the private enterprise that take over the privatized state-owned enterprises still get continuous bank loans with quite low interest rates,and financing inertia resulting from this kind of path-dependence supports the rapid growth of corporate assets through massive debt.At the same time,because privatization has never changed the control right benefits of the controlling shareholders,the controlling shareholders who take over the privatized state-owned enterprises have strong motive for tunneling the accumulated assets resulting from financing inertia by related party transactions,and escape from the constraints of large amounts of bank loans further through making full use of the bankruptcy reorganization and the defects of non-tradable shares reform,thereby resulting in double losses of state-owned assets.It is thus clear that the true motive for privatization is the critical factor affecting privatization efficiency,and the separation between control right and residual claim straightly leads to the tunneling of listed companies by large shareholders.And defects of state-owned capital management,loan management of financial enterprises and the regulation of transactions of listed companies provide a guarantee of double losses of state-owned assets.This paper makes a pioneering research of specific sources of benefits from control right and argues that financing inertia leads to the increase in controlling shareholders’ benefits from control right after privatization,which is a concealed channel concerning double tunneling of state-owned assets.Therefore,the perfection of loan mechanisms in financial institutions and the enhancement of the regulation and punishment of tunneling listed companies are the basis of avoiding the expropriation of state-owned assets by financing inertia in the process of state-owned enterprise withdraw and private enterprise entry.