企业成长性、创始股东特征与双重股权结构选择

Enterprise Growth,Characteristics of Founding Shareholders,and Choice of Dual Equity Structure

伴随我国监管部门允许拟上市公司以双重股权结构在科创板上市,双重股权结构利弊共存的“双刃剑”特征引发了学界的广泛讨论,而何种企业适合选择双重股权结构的问题也成为监管部门和实务界关注的焦点。本文以1991—2019年赴美上市的中概股双重股权公司为样本,检验高成长性企业在IPO时是否适合选择双重股权结构。通过非参数检验和大样本实证检验等多种方法发现,高成长性企业更易选择双重股权结构,尤其是在创始股东具有较高异质性资源或企业面临较多市场机遇的情况下。从选择结果看,双重股权公司内外部股东的价值并不一致,高成长性企业选择双重股权结构后更有助于企业绩效改善,但却未能有效促进外部股东价值提升。进一步研究其可能的原因发现,创始股东自身投入的物质资本越多、两权分离度越低时,越有助于促进高成长性双重股权公司实现外部股东价值。由此,本文提出,出于对异质性资源的保护、对控制权被稀释的担忧,结合外部股东的支持,高成长性企业的创始股东更偏好于选择双重股权结构。对监管部门而言,可将企业的成长性、创始股东的两权分离度及其已投入资本占比结合起来考虑,以判断拟上市公司是否适合使用双重股权结构。

Chinese enterprises have a strong demand for the dual-class share structure with the development of the economy these years.With the regulatory authorities in China allowing companies to be listed on the Science and Technology Innovation Board with a dual-class share structure,the issue of what kind of companies are suitable for a dual-class share structure has become a focus for regulatory and practitioners in China.The dual-class share structure is just like a double-edged sword,which can help founding shareholders avoid losing control during the process of enterprise growth,while may also be an infringe to the external shareholders under the special share structure with different rights of the cash flow rights and control rights.This makes the dual-class share structure as one of the focuses of the academic circle.This article takes Chinese concept dual-class share companies listed in the United States from 1991 to 2019 as a sample to test whether high growth companies are suitable for the dual-class share structure during IPOs.Through various methods such as non parametric testing and large sample empirical testing,it has been found that high growth enterprises are more likely to choose a dual-class share structure,especially when the founding shareholders have high heterogeneity of resources or the enterprises face more market opportunities.From the selection results,it can be seen that the interests of internal and external shareholders in dual-class share companies are not consistent.For high growth enterprises,choosing a dual-class share structure is more likely to improving corporate performance,but it fails to effectively promote external shareholder value.Further study on the possible reasons finds that,the more physical capital the founding shareholders invested in and the lower the separation of the two rights,the more conducive to promoting the high growth dual-class share companies to achieve external shareholder value.Therefore,this article proposes that,due to concerns about protecting heterogeneous resources,diluting control rights,and the support from external shareholder,founding shareholders of high growth pre-IPO companies are suitable to choose the dual-class share structure.This study enriches the research on dual-class share structure,identification of heterogeneous resources,and allocation of heterogeneous resource rights.For regulatory authorities,the paper suggest that they can consider the growth potential of the company,the founding shareholders' degree of separation of the two rights,and the proportion of invested capital comprehensively,to determine whether the proposed listed company is suitable for using a dual-class share structure.For enterprises,high growth enterprises are more suitable to choose a dual-class share structure,which is more conducive to incentivizing founding shareholders to strengthen their investment in heterogeneous resources and promote corporate performance.However,founding shareholders with multiple voting rights need to control the agency cost under the degree of separation of two rights,to increase their own capital investment in the enterprise,which will effectively protect the interests of external shareholders and establish a long-term mechanism for using the dual-class share structure.