| 1. Background and significance of the paperWith theoretical Study of Corporate Governance deepening, role and impact of controlling shareholders in corporate governance are more and more concerned by academics. The focus of corporate governance has been transferred from the agency problem between shareholders and managers to the agency problem between controlling shareholders and medium-sized or small shareholders. Its core is which the controlling shareholder or the internal managers grab the private benefits and the impact on the efficiency of corporate governance. Although the Private benefits of control transfer is studied in-depth by foreign academics, for a special system of our country, it is of great significance that in-depth study on Private benefits of control transfer of Chinese listed companies.2. The structure and main contents of the paperIn the background of special securities market, and based on the Private benefits of control transfer of Chinese listed companies, the thesis estimated the Private benefits of control transfer level, analyzed its size and it's major characteristics, and therefore primarily discussed the effect mechanism and degree of the major influential factors. Finally, on the basis of the conclusions of empirical research, the author gives some policy advices.In the first chapter of the introduction, the thesis defined Control, the Private benefits of control and the meaning of Control Transfer. On the basis of previous studies, the thesis defined Control as an influence power which established on the company's ownership (direct or indirect), and can affect the company's various major decisions as well as distribute the company's various utilization resources. For the Private benefits of control, although many scholars in favor of classifying the non-monetary benefits, such as over-job-consumption, sense of honor as private benefits, the author believes that under the developing domestic securities market, it would be more difficult to quantify when join the non-monetary factors in the analysis which was already complex. Therefore, the thesis referred the Private benefits of control is the monetary benefits that belonged to controlling shareholders and can not be shared by small or medium-sized shareholders. The Control Transfer can be understood as controlling shareholder changed, the board of directors transferred, or the management transferred. The thesis referred to the sigh of control transfer as the largest shareholder been changed.In the next chapter 2, the thesis provided the summary and commentary of the literature on the enterprise contract theory, agency problem theory and the theory of control synthesis, whose purpose was to find out the existence of the Private benefits of control. Then introduced several motivation theories, providing the feasibility that control transfer could generate private benefits. Next, the thesis provided a summary of the literature and commentary on the transfer of Private benefits of control transfer, including the measurement and perspective. Furthermore, the author pointed out that as for the different angles, and the different characteristics of national stock markets, which led to the differences in approach and conclusions of the research. So for our country's actual situation, it needs to improving the measurement for study, which pave the way for the empirical analysis following.In chapter 3, depending on the special background of China's securities market, the thesis point out the conflict between controlling shareholders and medium-sized or small shareholders, the conflict between controlling shareholders and management, as well as the conflict between the medium-sized or small shareholders and management. Then, the author analyzed simply the factor of Private benefits of control transfer. The Conclusion is that financial indicators such as ROE, equity transfer ratio indicators, industry indicators and so on would affect t private benefits of transfer-control.Chapter 4 is an empirical analysis. The author selected the control transference events from 2003 to 2008 of 554 shares in listed companies of our country, and divided all these samples according to changing the controlling shareholders or not. The level of Private benefits of control transfer was 30% with paired samples (means the transfer occurred in one year both with controlling equity and small equity), and 9% with Independent Sample(means the transfer occurred in one year either with controlling equity or small equity). Following the financial indicators, equity transfer ratio indicators, industry indicators and the nature of seller's equity of four aspects of the multiple linear regression analysis, then got the main conclusions.Chapter 5 is a part of the policy recommendations of this thesis. Based on the analysis of Chapter 3 and 4, the author put forward the relevant policy recommendations, which including improving corporate performance, strengthen institutions of the equity transferred, as well as external monitoring system,3. Main conclusions and policy recommendationsAccording to Chapter 4 of the empirical analysis, the main conclusions are as followings:(1)ROE is one of the key factors of affecting the Private benefits of control transfer in China's listed companies. However, the indicators in the paired samples and independent samples are different. For in independent samples, ROE (coefficient of 0.246) could yield private benefits for controlling shareholders which cannot be shared with medium-sized or small shareholders. It played a negative role in paired samples (coefficient of-0.3). The main reason may be the difference of expected for listed companies'financial situation.(2) Changed in equity property was another factor of affecting the Private benefits of control transfer. The proportion of control pre-transferred presents a negative role both in paired samples and independent samples, which means the controlling shareholder's bargaining power is not strong. It was shown in the practice that property were concentrated on the state-owned shares in large scales which diluted was strictly. And the transfer of state-owned shares more with the policy bias, so it possible has a negative relation.For the transfer of equity ratio, in paired samples and independent samples are both positively correlated with Private benefits of control transfer. With the increased in proportion of transfer shares, the representative of control ability will be greater. The more attractive for the buyer, which means the larger the size of private benefits brought about.(3) The industry indicator also shows a different performance with the two samples. The former is that the comprehensive industry showed a significant positive correlation, indicating that comprehensive industry is able to bring private benefits with the controlling shareholder. However, in independent samples, only the wholesale and retail trades are related with Private benefits of control transfer, which indicated that it has disparity in different industries.(4) The nature of the equity also affects the private benefits of control transfer. In the paired samples and independent samples, when the sellers are state-owned shares or corporate shares, the regression results are negative. It shows that state-owned assets may be cheapens. And corporate shareholders also presents a negative role, which may be the transfer is covert but not detected.In connection with previous Empirical results, this thesis proposed some policy advices of the Private benefits of control transfer for China's listed companies are as follows:(1) For the listed companies'financial indicators that may be fraudulent, it should increase the scopes of the listed companies, which includes the assignment of the periods before and after the additional placement of shares, merger and reorganization, as well as dividends and a series of related behaviors.(2)Establish and improve the equity transfer mechanisms. For "due to the dominance" of the company, if the shares transfer exceeds a certain percentage, it needs to send a report to regulatory agencies. In addition to controlling shareholders and medium-sized or small shareholders, if more than half of these shareholders have negative opinion or no-expression opinions, it should refer to the regulatory authorities to decide whether the transfer goes on or not.(3) For the industrial chain less demanding industries such as comprehensive industry that may enter or exit advantage Industries by frequent transactions, so the small or medium-sized shareholders need pay more attention investing in these industries.(4) State-owned shares are different from the ordinary shareholder. Their principal phantom and lacking seceding mechanism made the lack of sustained momentum and the corresponding control mechanism. Thus, government investors should be isolated from its management functions, and only as the owner's identity and the market-oriented principles to be involved in the transfer. In addition, as soon as possible to reduce the state-owned shares in the general share of competitive fields. However, we must be vigilant in the damaged situation when the state-owned shares in whole or in-part withdrawal. 4. Main contribution of the thesisIt should be said, the number of research about the private benefits of transfer control of china's listed companies from the empirical point of view is still small. This paper has a certain novelty. The main contribution of this paper is:Firstly, based on China's special securities market, this paper analyzed various of research models and improved some indicators to fit the actual situation of China's listed companies.Secondly, in research methods, its pay more attention about the systems-oriented and multi-point linkage verification. This article first divided the samples into two categories, and made a comprehensive analysis for both samples with equity properties and industry.5. Inadequacies of this thesisPrivate benefits of control transfer are the key research of modern corporate governance. As the author's time and energy are limited, as well as the difficulty of data collection, there are also some obvious limitations and shortcomings in this paper, pending further research.(1)The first shortage was the data sources. This article reveals the behavior of large shareholders private benefits mainly through the empirical analysis. The data is transfer-agreement of cross-section data between 2003 an 2008. If the data can statistical-test each year, the conclusion could be more persuasive.(2)The methodology does not exceed the previous research methods. But it does not mean that such a study is meaningless. Because in the existing conditions, coupled with China's securities market, it is not easy making improvements in research methods.(3)Subject to space limitations, it not includes every factors which impact transfer control, but only some typical factors. It does not mean that other aspects are not important, or can be ignored. This is the article should be specified. |
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