大股东“否决权”与代理成本——基于拟随机实验与理论猜想的分析

The “Veto”of Major Shareholder and Agent Cost: An Analysis based on Quasi-random Experiment and Theory Conjecture

我国公司法第106条规定公司特别决议的形成必须经出席股东会议的股东所持表决权的2/3以上通过才具有效力,当公司某大股东持股比例达到1/3后,如果该大股东不投赞成票就相当于否决了特别决议事项,从而获得了股东大会特别决议事项的"否决权"。本文使用中国A股上市公司2007-2014年数据,运用精确断点回归设计法进行拟随机实验,在有效控制大股东持股比例等混淆因素的基础上实证检验大股东"否决权"对代理成本的影响。研究结论表明当大股东持股比例达到1/3的临界值后,在特定多数规则的外生冲击之下,大股东的"否决权"使得代理费用显著下降了2.9-3.9个百分点,代理效率显著提高了15.2-26.2个百分点。这说明大股东因获得"否决权"而强化了对公司的控制,大股东通过对公司实施控制而产生了拥有公司的"感受",即对公司的心理所有权水平得到了提高,而心理所有权水平的提高又使大股东产生更强的责任感,实施更加积极的监督,从而抑制了经理层在职消费和非必要的管理费用开支,提高了经营效率,降低了代理成本。

Article 106 of the Company Law sets out that the formation of special resolutions follows the qualified majority rule,which means they are of effect after being approved by over two thirds of shareholders who attend the meeting.Therefore,when the major shareholder＇s having reaches to one third,the major shareholder＇ s non-voting may equivalently veto any special resolutions proposed by other shareholders,in other words,the shareholder has the veto of special resolutions of the general meeting of shareholders. In this paper,data from year 2007-2014 in A-share are selected as samples,and the Sharp Regression Discontinuity is used to conduct quasi random experiment. On the basis of the effective control of the proportion of large shareholders and other factors on the impact of the agent cost,the influence of controlling shareholder＇s veto of the special resolution on the cost of principal agent is investigated,and the endogenous problem is avoided. The results indicate that when the major shareholders＇ having just over one third,and under the exogenous effect of ＂qualified majority rule＂,the shareholder will obtain the veto power. This makes the agent cost significantly decreased by 2. 9%-3. 9%,and the agent efficiency is improved by 15. 2%-26. 2%. This means that the large shareholders have strengthened the control of the company because of the＂veto＂,and large shareholders have the＂feeling＂of having a company by controlling the company,that is,the level of the psychological ownership of the company has been improved,and the improvement of the level of psychological ownership makes the large shareholders more responsible,implementing more active supervision. In this way,the executive expense and the unnecessary cost of management are restrained,the efficiency of management is improved and the agency cost is reduced.