信息披露制度、利益相关者治理与公司风险投资(CVC)信息披露

Information Disclosure System, Stakeholder Governance and Corporate Venture Capital Information

本文以2010-2015年独特的"PE+上市公司"CVC模式为研究对象,考察了信息披露制度的出台对CVC信息披露水平的影响。研究结果表明,从利益相关者治理理论视角发现,企业和风险投资在CVC项目层面形成了独特的利益相关者治理机制——CVC项目治理,CVC项目治理会对CVC信息披露产生显著影响。结合Frooman资源依赖矩阵进一步研究发现,内部公司治理对信息披露制度作用的发挥要考虑所处具体的信息披露情境。本文研究对于更好地理解利益相关者治理与内部公司治理的关系具有重要的理论和实践意义。

In recent years, a wave of corporate venture capital has emerged in China's capital market. Listed companies begin to cooperate with venture capital to set up buyout funds in specific industries to implement their investment strategy. This is the "PE+ listed company" CVC mode which is widely concerned by the capital market and regulatory authorities. As of 2015, more than 400 listed companies have set up buyout funds. The announced fund size is more than 100 billion yuan. This kind of buyout fund is generally referred to as CVC Programs by scholars. CVC information has high information content. It will improve the investor's expectation of companies' future development strategy, and significantly affect the judgment of investors on the value of the listed company. In 2015, regulatory authorities introduce the corporate venture capital information disclosure system to improve listed companies' CVC information disclosure behavior. Foreign scholars mainly focus on voluntary CVC information disclosure, and don't follow mandatory CVC information disclosure. This paper examines the impact of information disclosure system on CVC information disclosure, by using the data of "PE+ listed company" CVC mode from 2010 to 2015. The results show that from the view of stakeholder governance theory, listed company and venture capital will form a special stakeholder governance mechanism-CVC program governance. The CVC program governance will promote the function of CVC information disclosure system. Specifically, the higher the proportion of Listed Companies in the investment decision-making committee, granted prior purchase right and granted investment veto will promote the function of information disclosure system. We further found that based on Frooman resource dependence matrix, the impact of corporate governance on function of CVC information disclosure system depends on the information disclosure environment. The different resource dependence relationship will impact the listed company information disclosure decision, and further restrain internal corporate governance. These results are robust after a series of test. The results of this study have important theoretical and practical significance.