| More and more empirical research shows that the advent of share-rights concentration and controlling shareholders in the listed companies has become the tidal current of corporate governance around the world. Under the research frame of"large shareholders—unfair related-party transactions(RPT)—minority shareholders", this article tries to probe the problems of controlling shareholders transferring benefits to listed companies by unfair related-party transactions(RPT) and using"tunneling"to intrude the interests of listed companies and minority shareholders. Also under such a research frame, the article goes deep into the anatomy of unfair RPT manipulated by controlling shareholders, which prevails in domestic listed companies.From the analysis of this article, we see the influences on corporate governance exerted by controlling shareholders are rather complicated: the relatively concentration of shareholding is good for large shareholders to conquer the external obstacles, and so as to provide the public production like"surveillance"for other external shareholders; On the other hand, the cost that large shareholders pursue their private benefits usually needs to be paid by all the shareholders, and the activity of pursuing private benefits of control also has its externality.It could result in that large shareholders seize the interests of other external shareholders; When considering exerting management positivity and the possibility that large shareholders and managers have some ideas in common, the disaccord among the goals of large shareholders,managers and the external shareholders will make the problem even more complex. It has become an important subject to improve corporate governance, that the institutional investors'participation is introduced positively , and so to reduce large shareholders'expropriation, while exerting its governing preponderance. Favorable investor protection mechanism will hold back large shareholders'expropriation effectively. Some countries like the USA and Britain have already set up relatively consummate investor protection mechanism, which will help the external shareholders and large shareholders make balance between rights and interests to be good for maintaining investors confidence radically. The high concentration of share-rights resulted in the special policy of listed company in China, makes the influences of large shareholders tremendous on corporate governance. The article analyses that we should positively build corporate interior governing mechanism conditions favorable for large shareholders to exert governance, and we should consummate the investor protection mechanism in the Chinese stock market as soon as possible.Only by this way, we're able to exert large shareholders'governing preponderance, and positively prevent large shareholders from expropriating the interests of listed company and other shareholders. The author hopes the conclusions of this paper can provide some insights for listed companies to establish scientific and perfect decision-making mechanism on related transactions, and for relevant departments to make policy ruling related transactions, and for protecting the benefits of small and medium investors. The article makes the relationship between related-party transactions and corporation governance mechanism as its main research line. On the basis of studying, summarizing and absorbing the foreign relevant achievements in the research field, combining with modern economics and system theories, and the reality of the listed companies of our country, this paper focuses on empirical research and discussion on unfair RPT. It's divided into eight parts altogether.The first part proposes the issue, the angle and the methods of research, defines the basic conception of this research field, thus offers the theory matting and the analytical prerequisite for the following research.The second part is the theory development of RPT that is reviewed and commented. In this part, the author starts with the theory on corporate governance of share decentralization, firstly reviews briefly the benefit shifting theory under the condition of decentralized and concentrated corporate governance related to the thesis of this paper. Secondly, the author makes review and analysis about the research trend on RPT by the western researchers up to the minute, and about the situation and shortage of the domestic researches on listed companies'unfair RPT activities.Thirdly, the author analyses the system background and reasons why the unfair RPT came into being during the transition period in China. Combining the fact that China is still in the transition period and its characters of faultiness and unsteadiness, we discuss the development of Chinese listed companies forming system, and the influences of the re-financing character of listed companies and governmental supervision system to the emergence of unfair RPT, thus provide background matting for the following theoretical analysis and demonstration research. The fourth part makes up the measurement and recognition model of unfair RPT, and carries out empirical research on its economic consequence. Grounding the average scale of trade RPT as the reference measurement of fair RPT, the author chooses exceptional scale of listed companies as transaction measurement, and so identifies the unfair RPT of listed companies through the relationship between the exceptional scale and company profits. In view of factors like different types of share-holding or different trades, we establish listed companies'unfair RPT models based on share-holding types and trades. And we discuss how to identify listed companies'unfair RPT behaviors under conditions of different share-holding types and different trades.The fifth part analyses the status quo of listed companies'RPT, and especially studies the relationship between RPT and governance mechanism internal the company. On the basis of research on RPT of different years, different types and different trades, and the relation between different companies'internal governance and RPT, the paper, by setting up models, probes that the corporate governance mechanism affects RPT activities, and finally influences the company profit figures.The sixth part is an empirical research on independent directors constraining unfair RPT. Based on the administers demand that listed companies should improve the independent director system, the author starts the research with independent directors'main function to make comments on listed companies'RPT behaviors, and studies the relationship between the scale of independent directors and that of RPT activities.The seventh part is policy advice. With the basis of the above contents, contraposing the problems existing in Chinese listed companies'unfair RPT activities and corporate governance mechanism, combining the split share structure reform being implemented, the author proposes some suggestions from the point of perfecting corporate governance mechanism.The last part summarizes the conclusions. In this part, the author sums up the conclusions of every above part and puts forward opinions on the limitation of the thesis and direction to be studied further in the future.Several following jobs of this dissertation have been done mainly:①This thesis put forward a measuring and identifying model about unfair RPT for the first time. According to the average size of RPT to equally be worth the reference character for the fair RPT in industry, the thesis select abnormity size of RPT as unfair RPT for listed companies. By regressing the excrescent scale and performance of the company to identify an unfair RPT of listed companies. Considering the dissimilarity factors as if different control types and characteristic in industry, the thesis put forward an identifing model about unfair RPT. Discussing how identify behavior of unfair RPT of listed companies;②The thesis analyzed reasons to bring unfair RPT systematically from the system and the economics angle, and manage a mechanism to commence to study the influence factors of unfair RPT using empirical research method. The root of producing unfair RPT is power system and the ownership of a share structure of listed companies,The SEO is a main inducement of unfair RPT, Accountancy's information's publishing opacity and taking charge of a infirmness punishment is indirect inducement of unfair RPT of listed company;③By the method of empirical research, we have analyzed and examined the functions of Chinese independent directors system in restraining unfair RPT activities. The independent directors may restrain unfair and manipulative,but can not control the size of RPT,have obvious supervisory for impropriation and default due to related parties,have a restrict for large shareholder gradually,improve performance of companies as a whole.It is no salience for independent director's reward inspirit. |
PDF Full Text Request