金字塔股权结构、股权制衡与终极股东侵占

上市公司终极股东行为深受金字塔股权结构形态和内部权力配置及结构的影响。我国上市公司的经验数据表明上市公司终极股东侵占行为选择与金字塔股权结构形态特征正相关,与两权分离程度负相关。金字塔股权结构的内部制衡机制不仅直接影响股东侵占行为,并能够强化金字塔基本形态的影响作用。为保护中小股东的权益不受侵占,应完善公司治理结构,规范信息披露制度,并加强对上市公司大股东的监管。     

Control rights, pyramids, and the measurement of ownership concentration

The recent corporate governance literature has emphasised the distinction between control and cash-flow rights but has disregarded measurement issues. Control rights may be measured by immediate shareholder votes, the voting rights as traced through ownership chains, or voting power indices that may or may not trace ownership through chains. We compare the ability of various measures to identify the effects of ownership concentration on share valuation using a German panel data set. The widely used weakest-link principle does not perform well in this comparison. Furthermore, measures that trace control through ownership chains do not outperform those that rely on immediate ownership, thus questioning the role of pyramids in the separation of control and cash-flow rights. The paper emphasises that there is a distinction between these two aspects of ownership even without pyramids or preferred stock, identification of which requires measures that, like the Shapley–Shubik index, do not simply equate control rights with voting rights.     

The structure and formation of business groups: Evidence from Korean chaebols

We study the evolution of Korean chaebols (business groups) using ownership data. Chaebols grow vertically (as pyramids) when the controlling family uses well-established group firms (“central firms”) to acquire firms with low pledgeable income and high acquisition premiums. Chaebols grow horizontally (through direct ownership) when the family acquires firms with high pledgeable income and low acquisition premiums. Central firms trade at a relative discount, due to shareholders’ anticipation of value-destroying acquisitions. Our evidence is consistent with the selection of firms into different positions in the chaebol and ascribes the underperformance of pyramidal firms to a selection effect rather than tunneling.