文献出处:Bindley C. The study of listed company rationed shares and major shareholder capital occupying [J]. Industrial Marketing Management, 2016, 1(3): 45-55. 原文
The study of listed company rationed shares and major shareholder capital occupying
Bindley C
Abstract
In concentrated ownership structure, the big shareholder control advantage often induced large shareholder opportunism behavior. Big shareholders are often in the pursuit of private benefits of control and transfer of corporate resources, and cause of small and medium shareholders' interests. Big shareholders through covert channels encroach on the behavior of the company resources is hollowed behavior is called tunneling. At the same time, the study found that the big shareholders listed companies do not always empty, sometimes to the listed company resources (Friedman, 2009), the reverse (propping) resources are called support behavior. To provide support for the listed company is not the real purpose of large shareholders, big shareholders of short-term pay is to get more long-term interests. Existing literature, however, is only prove the existence of the hollowed and support the big shareholder behavior and means, and proves that the legal system environment and the corporate governance characteristics of hollowed and support behavior of major shareholders, not to big shareholders of hollowed with support two kinds of behavior analysis, so you can't fully explain the big shareholder control gains all the process of implementation.
Keywords: Financial constraints; Equity pledge; Numbers are large shareholders; The enterprise value 1 Introduction
Besides a handful of countries such as America and Britain, in most countries enterprise equity is not dispersed but quite concentrated. Davis (1999), such as the analysis of the 27 high income countries, more than 600 large found that after the equity structure of listed companies, in addition to Britain and the United States and
other foreign countries, about 64% of big companies there is controlling shareholders. Jonson (2012) for nine east Asian countries and regions, 2980 listed companies are analyzed, and found that in addition to Japanese companies relatively concentrated ownership, two-thirds of the company in the rest of east Asia countries and regions have a controlling shareholder. Equity concentration is advantageous to the big shareholders supervise managers, reduce agency cost, the other shareholders so can also benefit from the supervision of large shareholders. However, due to the large shareholder is also a rational economic man, and master the company's actual control, since their nature and could make its looking to plunder the company's overall interests, and damage the interests of small and medium shareholders. That is to say, the largest shareholder in order to their own interests, not only can not play the role of supervision and managers, but also the most likely to use their mastery of the actual control of looking to adopt a variety of ways from the small and medium-sized shareholders wealth. In recent years, the study of corporate governance also suggests that the conflicts of interest between large shareholders and minority shareholders more and more serious, one of the most prominent performance is the big shareholder \2 Literature review
In recent years, many studies have found that, except a handful of countries such as America and Britain, most countries in the world of corporate equity is not dispersed but quite concentrated, usually have big shareholders or controlling shareholders of listed companies. In order to achieve the private benefits of control, big shareholders is usually to transfer the resources of listed companies to their control in the enterprise (Jonson, etc., 2000), which leads to the interests of small and medium shareholders. Big shareholders may take a variety of means to seize resources of listed companies, such as through guarantee of listed companies to obtain loans, dilution, related party transactions, to steal the company's investment opportunities and forced the company to invest in can't profit but it is conducive to the controlling shareholder of the investment project, etc. Johnson (2010), using the word \out\(tunneling) describes the behavior of controlling shareholders transfer of
company resources. Marta (2013) on the relationship between ownership and corporate value, indirect proof the hollowed behavior of large shareholders. Bertrand, etc. (2012) studied the group company's controlling shareholder through cross-shareholdings empty or pyramid ownership structure of listed companies. Bale (2012), such as South Korea Group Company’s controlling shareholder is studied using group within the company merger and acquisition (M&A) activities occupy listed company interests. Cheung (2014) through to the Hong Kong of related transactions between listed companies and its controlling shareholder, found that the big shareholder occupy listed company interests by associated transactions. Friedman (2003), such as controlling shareholder is not always occupy listed company, they also have \company, and proves that the company's debt ratio is higher, the controlling shareholders, the more likely it is support not encroach on the listed company. Chaplet (2004), the ownership of the pyramid structure exists to protect the interests of small shareholders mechanism to make up for the defects caused by occupation. They believe that when the company was in financial trouble, controlling shareholders through the pyramid ownership structure, can better support for the company to avoid bankruptcy. Lim (2004) in 1997 ~ 1997 in Thailand all the non-financial corporate restructuring of event study, found that relative to other companies, controlled by the family's biggest 30 group companies affected by the financial crisis is not obvious. Clarke (2006) on the top case analysis software found a rights issue before the associated direction after the transport behavior of interests and rights of listed companies affiliated party transfer resources from the listed company's behavior. Although hollowed and support behavior of large shareholders is the indemnification in the opposite direction of two processes, but it reflects the major shareholders maximize the long-term interests of the target. To provide support for the listed company is not the real purpose of large shareholders, big shareholders of short-term pay is to get more long-term interests. However, the literature about the major shareholders of listed companies to support research has no direct evidence, and hasn't put big shareholders hollowed with support two kinds of behavior analysis, and therefore cannot fully explain the major shareholders in the capital market behavior.
The literature through the case analysis, found that the big shareholders and their affiliates in front of the rights to the transport behavior of interests and rights of listed companies are taken up resources behavior of listed companies, but whether this phenomenon is universal need careful analysis of the theory and empirical evidence in an all-round way.
3 Related theories overview 3.1 Large shareholders
In general, the number of shares held by a shareholder in the company as the standard, produces the concept of large Shareholders and minority Shareholders, holds a Majority stake is big Shareholders (Majority Shareholders).Although big shareholders often in control of a company's position, but with the controlling shareholder (controlling shareholders) concept is not consistent. Can exist, for example, does not have the power of large shareholders, also there can be no holds a majority stake of the controlling shareholder. In a company, more than 50% stake in and holds between a 30% and 50% shares of the largest shareholder must be the company's controlling shareholder, the shareholder's stake is in of less than 30% of the company, the ownership of the largest shareholder is probably the controlling shareholder of the company. Medium and small shareholders usually considered to be corresponding to the concept of large shareholders, which is not a big shareholder, is the medium and small shareholders. As for the small and medium-sized shareholders include what group, academia has not yet been a system. Some scholars will be regarded as small and medium shareholders of tradable shares, also some scholars think that small and medium-sized shareholders general residents of retail investors is the stock market, namely the social public investors. 3.2 Information asymmetry
In the economic life, people have access to information is often inadequate, is not symmetrical, and must pay the costs of information. The cause of information asymmetry mainly lack of the understanding of the truth on the other party, the other party deliberately concealing the fact that even false facts. Asymmetric information theory is used to illustrate the relevant information in the asymmetric distribution of
both parties for market transactions and market operation efficiency of a series of influence. The main content of the information asymmetry theory is: the related transaction information distribution is asymmetric between both parties, one party than the other party have more information, or one side in the information dominance, the other party in the information disadvantage. Both parties for their respective on the information of relative position are clear. This asymmetric of information possession leads to respectively before and after the transaction occurs \selection\\hazard\extreme cases, can cause market trading halt. 3.3 Empty theory
Andrei in 2010 pointed out that the empty (Tulllleling) describes the controlling shareholders in order to their own interests, transfer of assets and profits out of the company's action. Main show is in two forms: the first form is the largest shareholder, through related party transactions and other means of transferring corporate resources to themselves, both countries are prohibited by law from the behavior of such deals such as direct theft and fraud, including all kinds of unfair asset sales and purchase contract, such as formulation of big shareholders transfer prices, excessive executive compensation, debt guarantees and encroach on the company's investment opportunities. The second form is big shareholders can not transfer any assets from the company and increase its share in the company, such as through a minority stake diluted share issue other shareholders' equity and freeze, insider trading, incremental acquisitions, and other various financial trading behavior is not conducive to small and medium-sized shareholders. 4 Numbers are large shareholders
Numbers are large shareholders is one of the important performance of empty big shareholders of listed companies, the big shareholders occupy huge sum funds of listed companies, how to do accounting treatment is very important for the listed company. Funds of listed companies occupied basically has the following several kinds of treatment methods, the first is an open account does not make processing, such as capital output using exterior circulation way. The second included in the