| Over recent years,the proportion of enterprises with no actual controller in China’s A shares is increasing,while the corporate governance chaos without no actual controller occurs frequently.How to solve the governance chaos and protect the rights and interests of minority shareholders is A problem that needs to be discussed.Tianyu Digital Division is the listed company without actual controller and the fastest to restructure in the A-share market,which is inseparable from the role of minority shareholders.The reasons for the successful governance and governance mechanism of minority shareholders are worth discussing.On the basis of summarizing the literature of corporate governance,minority shareholders ’governance and governance effect without actual controller,this paper analyzes the motivation,means,conditions,mechanism and governance effect of minority shareholders’ participation in governance of Tianyu Digital Division.This paper takes the three stages of minority shareholder governance as the main line,First,analyze the motivation of its governance,Mainly from the principal-agent problem,minority shareholders governance income and equity structure three aspects of analysis;Secondly,explain the means of minority shareholders’ governance according to the time line;To analyze the reasons for the successful governance of minority shareholders,The above analysis forms a theoretical framework for minority shareholders to participate in governance;Next,the action mechanism of the minority shareholder governance means is analyzed;Later,the governance effect of minority shareholders is measured by combining the market response of different stages of governance events,the profitability of enterprises before and after the governance,agency cost and governance efficiency;Finally,the study conclusions and suggestions are made.This paper finds that:(1)there are three reasons for the governance of minority shareholders,which,to alleviate the two types of principal-agent problems,resolve the delisting crisis to reduce investment losses and stabilize the shareholding structure of the company.(2)There are five actions for minority shareholders to participate in governance,including reaching consensus between minority shareholders and major shareholders,improving and improving the structure of "two sessions and one layer",providing equity incentives to management,actively participating in the restructuring of not reducing equity,and making use of investor relations activities.(3)There are three conditions for the successful governance of minority shareholders,namely,the collapse of the alliance of the original controlling shareholders and the highly dispersed shareholding structure make it easier for minority shareholders to recall the board of directors,the company does not introduce new major shareholders to better safeguard the rights and interests of minority shareholders,and the social resources of minority shareholders to form an alliance between minority shareholders and minority shareholders.(4)There are three mechanisms for minority shareholders’ governance means to affect the governance effect.First of all,minority shareholders choose experienced professional managers to take office,and encourage the business transformation of senior executives to directly improve the performance of the financial and the company’s individual stock yield.The second is management checks and balances,and finally is shareholder checks and balances.The two mechanisms improve the efficiency of governance.(5)The four effects reflect the effective governance of minority shareholders,including the positive long-term and short-term response of the market after the successful corporate restructuring,the improvement of profitability,the decrease of agency costs,and the improvement of governance efficiency.In this end,it is suggested that the regulatory authorities pay attention to the governance of the "owner" to "owner" company,encourage the minority shareholders of the company to form the minority shareholders,actively communicate with the original actual controller and the management,and improve the governance effect by integrating the governance mechanism. |
