| As for the listed companies,over time,the contradiction between the controlling shareholder and the minority shareholders is becoming more and more intense.The controlling shareholders are always accustomed to relying on the control right to carry out the tunnel excavation,causing the other investors' legal rights to suffer.To infringement.Based on the second principal-agent theory based on controlling shareholders and small and medium investors,this paper studies how to identify tunneling behaviors of controlling shareholders and protect the interests of small and medium investors.Based on the LLSV model,this paper analyzes the separation of control rights and cash flow rights of the controlling shareholders and the need of legal protection to identify the theoretical motives,and use the three factors theory of fraud to analyze Jingtianli 2011-2015 Internal control and external audit identification opportunities and rationalization factors,the use of BMG theory,demonstration of relying on the traditional internal corporate governance(internal control,internal control,internal control,internal control,internal control,The efficiency of tunneling behavior of controlling shareholders is constrained,and the market research method is used to analyze the AR and CAR of five time windows of Jingtianli stock market to demonstrate the efficiency of external supervision.It is well known that the separation of control right and cash flow right among the listed companies is the inducement of the controlling shareholders to adopt tunnel excavation activities.Based on the financial pressure of listed companies,rigid pyramidal ownership structure,corporate characteristics and governance methods,it can not play a role.Internal control and audit mechanisms provide an opportunity for action.For the controlling shareholder,it usually relies on manipulating stock price to gain profit for itself.In the course of concrete operation,it is easy to form the lack of flexibility of internal control,and the so-called external supervision also becomes useless,which is the rigid market structure.The behavior of the controlling shareholder has not been clearly bound,the traditional way of internal governance constraints.Through unremitting efforts,China has gradually built a relatively perfect mechanism of external constraints,which to some extent regulate the behavior of the controlling shareholder,so that it can not arbitrarily implement the tunnel excavation. |