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股权分置改革中的机构合谋与内幕交易 总被引:10,自引:2,他引:8
本文考察了股权分置改革过程中机构投资者与非流通股股东之间的合谋问题以及合谋的可能途径——内幕交易。文章的基本发现有两个:第一,在控制了影响股改对价水平的主要因素之后,机构投资者对方案的赞成比例与股改对价水平之间存在显著的负相关关系,而全体流通股股东以及大个体流通股股东对方案的赞成比例与对价水平之间呈现显著的正相关关系;第二,机构投资者对方案的赞成比例越高,公司的内幕交易程度也越高,而其他流通股股东的表决意见与内幕交易程度之间没有显著关系。这意味着机构投资者与非流通股股东利用内幕交易进行了合谋,合谋的结果使得非流通股股东得以支付一个较低的对价水平,而机构投资者则通过内幕交易获得额外收益。 相似文献
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股权分置的基本含义是上市公司的全部股份由于政策限制被分为两类性质不同的股份,一类是可以在证券交易所挂牌交易的流通股,一类是只能在场外协议转让的非流通股。目前,非流通股约占上市公司总股份的三分之二。股权分置破坏了上市公司利益机制一致性的基础,导致流通股股东和非流通股股东的利益发生冲突。股权分置改革的实质是通过非流通股股东向流通股股东支付对价取得相应的流通权,从而实现所有股东股份的同质化,并以此希求股东价值取向的一体化、决策基础的一致性,在此基础上完善资本市场的功能发挥和促进上市公司的健康发展。 相似文献
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非流通股股东为获得市场流通与流通股股东之间达成的承诺是有效的民事合同法律行为,承诺的履行与否关系到股权分置改革中流通股股东的切身利益.在追究违反承诺的非流通股股东责任的民事诉讼中,让最有利害关系冲突的的双方作为原告与被告参与诉讼,使判决的既判力扩张具有重要意义. 相似文献
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当前是我国证券市场进行股权分置试点的阶段,在股权分置改革过程中,非流通股股东由于获得流通权需向流通股东支付相应的对价。已公布的试点公司支付对价方案可谓“五花八门”,支付的对价涉及股票、现金、权证等多种方式。财政部、国家税务总局于2005年6月13日下发了财税[2005]103号《关于股权分置试点改革中有关税收政策问题的通告》,在通告中明确提出:①股权分置改革过程中因非流通股东向流通股东支付对价而发生的股权转让,暂免征收印花税;②股权分置改革中非流通股股东通过对价方式向流通股股东支付的股份、现金等收入,暂免征收流通股股东… 相似文献
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股改后非流通股股东的承诺的履行关系到流通股股东的切身利益。本文在股改承诺法律界定的基础上,对非流通股股东可能违反承诺的情形作了预测,并对具体违反承诺情形的认定和法律责任进行了研究,提出了构建我国违反股改承诺司法索赔机制的政策建议。 相似文献
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中国证监会于2004年发布了<关于加强社会公众股股东权益保护的若干规定>,开始试行分类表决制.运用实证分析、比较分析的方法,从流通股股东和非流通股股东的划分对中小股东利益保护的影响、中小流通股股东知情权、中小流通股东参与分类表决及引入社会公众股股东表决机制,增加中小股东专事话语权四个方面分析分类表决制对中小股东利益的保护,以期有所启示. 相似文献
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对利用权证解决股权分置问题的分析 总被引:2,自引:0,他引:2
廖旗平 《中央财经大学学报》2005,(9):19-23,45
本文在认沽权证和认购权证下对非流通股股东和流通股股东基于自身利益最大化在权证市场和股票市场上进行了博弈分析;通过分析,从理论上验证了引入权证在我国股权分置改革中的可行性,并且也指出了在理性的假设下非流通股股东设计权证的最佳策略和流通股股东在权证市场和股票市场上最佳投资组合,同时也为市场监管者提出了相应的监管建议. 相似文献
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Haiyan Jiang Ahsan Habib 《Advances in accounting, incorporating advances in international accounting》2012
This paper investigates the impact of split-share structure reform on earnings management in China. A unique institutional feature of China was the co-existence of two types of share that endowed all shareholders with equal voting and cash flow rights but different tradability. This split-share structure significantly constrained the tradability of shares that led the Chinese Securities Regulatory Commission to make it mandatory for the conversion of non-tradable shares into tradable shares from 2006 onwards. We investigate whether such a conversion has any effect on information quality through reduced earnings manipulation. We specifically examine the incentives for earnings management during the reform-transition period. A unique feature of the split-share reform has been the requirement for non-tradable share holders to compensate the tradable share holders. We argue that the rational response from the non-tradable share holders would be to pay a lower consideration to tradable share holders by portraying a favorable picture through income-increasing earnings management. We also test for the effect of an increase in tradable shares on earnings management during the reform-transition and post-reform period. 相似文献
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Vicki Wei Tang 《Journal of Accounting and Economics》2011,52(1):81-99
This study examines companies with two classes of shares that entitle their holders to identical cash flow and voting rights but that are available to mutually exclusive sets of investors: A shares to domestic investors and B shares to foreign investors. Price differences between A and B shares are higher in firms with a greater disparity in the disclosures that they make to domestic and foreign investors. This association is more pronounced when the cost (benefit) of information transfer is higher (lower). The results suggest that disclosure disparity creates meaningful differences in investors' average information precision across A and B shares and thus influences the cross-sectional variation in price differences. 相似文献
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C. S. Agnes Cheng Xiaohui Li Jing Xie Yuxiang Zhong 《Journal of Business Finance & Accounting》2023,50(9-10):1943-1983
We examine the peer effects of accounting conservatism in a common dedicated institutional blockholder (CDIB) setting. We find a positive correlation in accounting conservatism between focal firms and their CDIB peers. To corroborate our main findings, we document that the peer effect is stronger for firms connected through CDIBs that are activists or that have more active shares, for firms with larger CDIB ownership and for firms with weaker corporate governance mechanisms and higher information asymmetry. The results suggest that managers view following peer firms’ conservatism as a way of pleasing CDIBs. We also find that in proxy voting, firms receive less support from their investors when their conservatism deviates more from their CDIB peers. Finally, we find that the CDIB peer effect remains significant after controlling for the effect of industry and local peers. Overall, our paper presents evidence consistent with firms adapting their accounting conservatism in response to their incumbent dedicated institutional investors’ preference. 相似文献
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《Pacific》2000,8(5):587-610
Equity ownership in a listed Chinese firm can have as many as five different classes: state-owned shares, legal-person (LP) shares, tradable A-shares, employee shares, and shares only available to foreign investors, a phenomenon that is unique to the Chinese equity market. In this paper, we investigate whether and how the corporate performance of listed Chinese firms is affected by their shareholding structure. The sample consists of all firms listed in the Shanghai Stock Exchange (SHSE) from 1991 to 1996. It is found that firm performance is positively related to the proportion of LP shares but negatively related to the proportion of shares owned by the state. Additional analyses indicate that firm performance increases with the degree of relative dominance of LP shares over state shares. Moreover, for the subsample of firms that do not have both state and LP shares, the return on equity (ROE) of firms with LP shares but no state shares is higher than that of firms with state shares but no LP shares by 3.84%, and this difference is statistically significant. On the other hand, there is little evidence in support of a positive correlation between corporate performance and the proportion of tradable shares owned by either domestic or foreign investors. These findings suggest that the ownership structure composition and relative dominance by various classes of shareholders can affect the performance of state-owned enterprise (SOE)-transformed and listed firms. 相似文献
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The Role of Institutional Investors in Voting: Evidence from the Securities Lending Market 下载免费PDF全文
This paper investigates voting preferences of institutional investors using the unique setting of the securities lending market. Investors restrict lendable supply and/or recall loaned shares prior to the proxy record date to exercise voting rights. Recall is higher for investors with greater incentives to monitor, for firms with poor performance or weak governance, and for proposals where returns to governance are likely higher. At the subsequent vote, recall is associated with less support for management and more support for shareholder proposals. Our results indicate that institutions value their vote and use the proxy process to affect corporate governance. 相似文献
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Chiraphol N. Chiyachantana Christine X. Jiang Nareerat Taechapiroontong Robert A. Wood 《The Financial Review》2004,39(4):549-577
This study examines the impact of Regulation Fair Disclosure (FD) on liquidity, information asymmetry, and institutional and retail investors trading behavior. Our main findings suggest three conclusions. First, Regulation FD has been effective in improving liquidity and in decreasing the level of information asymmetry. Second, retail trading activity increases dramatically after earnings announcements but there is a significant decline in institutional trading surrounding earnings announcements, particularly in the pre‐announcement period. Last, the decline in information asymmetry around earnings announcements is closely associated with a lower participation rate in the pre‐announcement period and more active trading of retail investors after earnings releases. 相似文献
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Called to vote for a reduction in their dividend privileges, Pirelli's nonvoting shareholders appeared to expropriate themselves and favor the voting class of shares. However, what initially seemed to be self‐expropriation became self‐interest when the media coverage, voting decisions, and dual‐class ownership of 36,361 shareholders were investigated. Most of the institutional investors voting “for” the proposal were found to have ownership ties with controlling shareholders or to have held voting shares. Moreover, dual‐class ownership significantly increased the likelihood of shareholders voting to expropriate one class of shares if they benefited from the other class in their portfolios. 相似文献
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《Macroeconomics and Finance in Emerging Market Economies》2013,6(1):124-135
Market evidence suggest that a class of common stock with superior voting rights trades at systematically higher prices than an identical class of stock with inferior voting rights, as control over the firm grants the promoters some opportunity to receive a higher payoff. Differential voting rights class of shares may attract a certain class of investors who are only interested in the economic benefits of a company. It assists management in deterring potential rivals from winning a control and allows raising fresh capital for growth without giving up control. The value of controlling a firm derives from the fact that you believe that you or someone else would operate the firm differently from the way it is being run currently. Differential voting rights shares in different countries have indicated that voting rights are generally worth between 10% and 20% of the value of common stock. This article intends to create awareness about differential voting rights shares, to study the international as well as domestic experience and tries to examine the various factors that affect differential voting rights share prices. 相似文献