定向增发、契约特征与大股东资金占用

Private Placement,Contract Characteristics and Shareholders’ Embezzlement of Funds

已有文献对于定向增发中大股东的掏空研究主要聚焦于发行时的折扣率上,而鲜有考虑大股东对定向增发资金占用的问题。本文以2007-2017年我国A股上市公司为研究样本,考察了定增方案的实施及其不同契约特征对大股东资金占用行为的影响。研究发现:(1)定向增发后,大股东资金占用程度显著提高。(2)定增折扣率越高,大股东后续资金占用现象越严重。(3)而相对于现金认购,资产认购下的大股东掏空动机更强。(4)当有机构投资者参与时,可以有效抑制大股东的这种掏空行为。最后,本文还探讨了大股东资金占用的可能途径,发现定向增发后大股东与上市公司之间的关联交易显著增加,而且关联交易规模越大,资金占用现象也越严重。本文丰富了定向增发中大股东利益输送的文献,而且在定增新规出台后对于大股东更多掏空行为的监管具有重要的政策含义。

Using firm-level data of Shanghai and Shenzhen A-share listed companies of private placement in China from 2007 to 2017, this paper examines the effects of private placement and the different contract characteristics on shareholder expropriation by the DID regression model. The results show that:(1)Funds occupied by large shareholders significantly increase after private placement.(2)The higher the price discount, the more serious the phenomenon of subsequent capital occupation by major shareholders.(3)Compared to cash subscription, large shareholders have stronger motivation of tunneling under asset subscription.(4)The participation of institutional investors could effectively suppress the tunneling behavior of major shareholders. Finally, this paper also discusses the possible ways of capital occupation by controlling shareholders. Research shows that the related party transactions between major shareholders and listed companies increase significantly after private placement, and the larger the related party transactions, the more serious the tunneling of capital occupation.The contributions of this paper are as follows: Firstly, this paper transfers the study of tunneling behavior of large shareholders from the initial issuance part to the subsequent appropriation of funds,and more clearly reveals the interests transmission behavior of large shareholders in the process of private placement, which greatly enriches the literature of private placement. Secondly, this paper adopts the most commonly used index to measure the tunneling of major shareholders, namely capital occupation, and finds that the higher the discount rate is, the more serious the subsequent funds occupation of major shareholders will be. Thus, it provides new empirical evidence for the logical relationship between the discount rate and the tunneling behavior of major shareholders, and makes up for the deficiency of existing theories. Thirdly, The conclusions also have important policy implications.In the post-private placement era, effective governance on other tunneling means of major shareholders is of great policy significance to both investors and regulatory authorities.