控股股东股权质押与员工持股计划“工具化”——基于A股上市公司的实证研究

自2014年《关于上市公司实施员工持股计划试点的指导意见》颁布以来,受到资本市场的广泛关注和支持,实施员工持股计划的公司逐渐增加。与此同时,控股股东股权质押可能引起的控制权转移风险也成为需要重点关注的问题。那么,有质押的控股股东是否会策略性地利用员工持股计划来缓解风险？本文利用2013—2018年A股上市公司的样本,考察控股股东质押对员工持股计划的影响。研究发现:前期控股股东有股权质押、质押率越高的公司随后推行员工持股计划的可能性越大,该效应随着控制权转移风险的提高而增大;控股股东股权质押的员工持股计划进行短期市值管理是有效的,但并未显著提升公司长期价值,提示控股股东存在借其进行内部人利益绑定和市值管理的动机;进一步研究表明,公司内部治理机制对控股股东股权质押下推行员工持股计划的效果有限。

Controlling Shareholder Equity Pledge and Employee Stock Ownership Plan “Instrumentalization”: Evidence from the A-Share Market in China

With the promulgation of Guidance on the Implementation of Employee Stock Ownership Plans in Listed Companies (ESOP) in 2014, ESOPs provide a new type of employee incentive. In the period following the introduction of ESOPs, equity pledges have been common as an easy way for controlling shareholders to secure loans. These pledges create strong motivations for controlling shareholders to mitigate their risk of control transfer by maintaining stock price stability. According to the theory of “shareholder opportunism”, controlling shareholders with equity pledges are motivated to find effective tools to manage the prices of their pledged stocks. Equity pledges by controlling shareholders intensify the separation of cash rights from control rights. The existence of pledge arrangements can indicate a company's lack of funds and high potential capital demands. These factors may encourage controlling shareholders to actively participate in the structure of a company's incentive system as a mechanism to align the interests of insiders, such as managers and key employees, with their own. For controlling shareholders, ESOPs provide an incentive method that has low cost, a short planning cycle, low supervision requirements, and almost no performance threshold. Hence, ESOPs offer a highly convenient mechanism to bind the interests of company employees with those of controlling shareholders with equity pledges.To investigate the relationship between the pledges of controlling shareholders and the implementation of ESOPs, we analyze a 2013 to 2018 sample of A-share listed companies in China. We find that the probability of an ESOP increases significantly if a company's controlling shareholders have equity pledges and also increases with the shareholder pledge rate. Furthermore, the greater the risk of control transfer that controlling shareholders are exposed to is, the higher the probability of an ESOP being implemented is. We argue that ESOPs are useful to controlling shareholders as a mechanism to increase a stock's price in the short term, but they do not improve a company's long-term value and operating performance. Our further research on corporate governance shows that the power of controlling shareholders has a significant positive impact on the relationship between the pledges of controlling shareholders and the likelihood of ESOPs implementation. In contrast, variables relating to the board of directors and independent directors are found to have no significant effect.Our findings have two main implications. First, because controlling shareholders face the risks of share price decline and threat of losing control, they will encourage ESOPs implementation to serve their self-interests, especially when their equity pledge rates are high. This relationship with the motivations and short-sighted behaviors of shareholders weakens the role of ESOPs as an employee incentive. Second, ESOPs are convenient for controlling shareholders because they offer flexible establishment, short lock-in periods, and low restriction and supervision requirements. Our further finding that internal corporate governance has no significant influence on ESOPs implementation should be important to regulators and investors. The restrictions on ESOPs can be improved by making changes, such as lengthening the lock-up period and increasing the information disclosure requirements. However, internal and external governance should also be improved to reduce the role of self-interested controlling shareholder behaviors in corporate decision-making.Regarding our contributions to the literature, we expand on research into the economic consequences of equity pledges. By examining the significant impact of ESOPs on company incentive plans, we find empirical evidence that controlling shareholders with equity pledges have significant influence on the binding of stock price management to insider interests. In such a situation, an ESOPs loses its power to improve a company's long-term market value and operating performance. Second, the extensive literature discussion of shareholder and executive incentive systems focuses mainly on the impacts of shareholder power (i.e., the shareholding ratio); we contribute new empirical evidence that controlling shareholders are motivated to reduce their risk of transfer of control by influencing company incentive systems. Our results provide direct and powerful evidence regarding why and how controlling shareholders become involved in company incentive systems.