无奈的赞成:控股股东变更承诺背景下中小股东表决行为的实证研究

Between a Rock and a Hard Place:How Do Chinese Minority Shareholders Vote When Controlling Shareholders Change Their Minds——An Empirical Assessment

在控股股东变更承诺的过程中,控股股东与中小股东之间存在利益冲突。实证研究发现,控股股东变更承诺会损害中小股东的利益,特别是相关议案被否决所显示出的治理冲突,将对公司股价产生更强烈的负面影响。由于公司治理与证券交易密切关联,议案被否决即意味着中小股东将遭受比议案通过时更多的经济损失。这使中小股东面对控股股东变更承诺的议案,往往只能作出无奈的赞成决定。破解这种无奈,除了要促进中小股东集体行动和加强股东赋权外,还要进一步推动相关的证券民事诉讼制度完善,弥补中小股东的损失。同时,要完善相关的信息披露制度,以促进中小股东依法正当行权,倒逼控股股东守信履诺。

Binding undertakings by controlling shareholders are commonplace in Chinese listed companies.Our study empirically examines the events where Chinese controlling shareholders announced their intentions not to honor their undertakings.Using the event study method,our research shows that these events are associated significantly with shareholder value destruction.Chinese law requires that the proposed breach of undertakings by the controllers be approved ex ante by independent shareholders.Paradoxically,Chinese minority investors almost invariably approve these value-destructive proposals.This paradox is explainable by our empirical finding that vetoing these proposals is more costly than approving them.As such,Chinese minority investors find themselves between a rock and a hard place,and they are left with no choice but to approve the proposals that come at their expense.Our research proposes that Chinese public investors be duly compensated by the controlling shareholders for the non-compliance of their undertakings.We also propose for an enhanced disclosure regime pertaining to controlling-shareholder undertakings.