基于股权结构的超级多数条款设计——对解决我国上市公司“大股东控制”问题的探索

“大股东控制”是制约我国上市公司治理水平的重要因素。为了提高上市公司治理水平,委托投票制度、特别事项超级多数条款、累计投票制度、关联股东回避制度、网络投票制度以及类别股东投票制度等一系列制度先后被引入。这些制度设计在一定程度上起到了积极作用。然而其效果比较有限。我们认为,针对特殊的股权结构,应当制定与之相匹配的投票制度,才能体现股东平等的原则。本文从法定投票通过率和股东控制权的关系出发,通过构造一个动态联盟博弈模型,设计了一项“针对股权结构的超级多数条款”的投票制度。从公平角度设计的该制度有助于化解当前我国证券市场的“大股东控制”问题。     

Ecological Fallacy and Covariates: New Insights based on Multilevel Modelling of Individual Data

The paper provides a new and more explicit formulation of the assumptions needed by the ordinary ecological regression to provide unbiased estimates and clarifies why violations of these assumptions will affect any method of ecological inference. Empirical evidence is obtained by showing that estimates provided by three main ecological inference methods are heavily biased when compared with multilevel logistic regression applied to a unique set of individual data on voting behaviour. The main findings of our paper have two important implications that can be extended to all situations where the assumptions needed to apply ecological inference are violated in the data: (i) only ecological inference methods that allow one to model the effect of covariates have a chance to produce unbiased estimates, and (ii) there are certain data generating mechanisms producing a kind of bias in ecological estimates that cannot be corrected by modelling the effect of covariates.     

表决权差异安排规制比较研究——以中概股企业赴港二次上市切入

许可科创企业采用表决权差异安排,成为亚太各法域竞争上市资源的新兴策略.其本质在于探索上市公司权力结构变革,该变革催生重构相应规制体系的需求.中概股企业赴港二次上市,串联起中国大陆、中国香港和美国等法域规制实践.中国大陆相应实践尚在起步阶段,其设计逻辑深受美国、中国香港等域外实践影响,相应经验主要源自海外上市的中概股样本.立足中国大陆的制度情境,充分发挥双层股权结构的促进效益离不开适当的规制体系.基于系统比较不同实践和规制进路,可为绸缪优化中国大陆表决权差异安排规制提供切口,亦有望增益上市公司治理经验.     

Determinants of Voter Support for a Five‐Year Ban on the Cultivation of Genetically Modified Crops in Switzerland

While much effort has been devoted to estimating market premiums for non‐genetically modified (GM) food, the results of such research are largely silent about the preferences for the public good aspects, or externalities, of GM food production. For public goods, the closest substitute of private consumption decisions is voting on referenda. In November 2005, 55.7% of 2 million Swiss voters approved a five‐year moratorium (ban) on the commercial cultivation of GM plants in Switzerland. The present study examines how individual voting decisions were determined by: (i) socioeconomic characteristics; (ii) political preference/ideology; and (iii) agreement with a series of arguments in favour and against the use of GM plants in Swiss agriculture. The analysis is based on the data of the regular voter survey undertaken after the national‐level voting in Switzerland. The results suggest that current concerns about the use of genetically engineered plants in agriculture may not automatically decrease with higher levels of education/knowledge and generational change. Furthermore, analysis of voter motives suggests that public support for a ban on GM crops may be even larger in other countries, where industrial interests in crop biotechnology are less pronounced.     

International Environmental Agreements and Strategic Voting*

This paper explores the outcome of an international environmental agreement when the governments are elected by their citizens. It also considers a voter's incentives for supporting candidates who are less green than she is. In the extreme case of “global” pollution, the elected politicians pay no attention to the environment, and the resulting international agreement is totally ineffective. Moreover, if governments cannot negotiate and have to decide non‐cooperatively (and voters are aware of this), the elected politicians can be greener, ecological damage can be lower and the median voter's payoff can be higher than in the case with bargaining.     

论投票制度与我国上市公司治理的改进

现代企业理论认为，一个关于解决企业所有权安排问题的基本框架（原则）就是让企业剩余索取权与控制权的分享相对应（对称）。然而，在目前普遍实行的投票制度下，这一目标无法实现，引发了投票制度与治理原则之间的矛盾，本文对其根源进行了分析。在我国上市公司中这一矛盾尤为突出，为此，我国新修订的公司法引入了累计投票制以改善上市公司内部治理结构。本文分析了累计投票制所面临的重重障碍，并对如何改进投票制度提出了建议。     

Winning probabilities in a pairwise lottery system with three alternatives

Summary. The pairwise lottery system is a multiple round voting procedure which chooses by lot a winner from a pair of alternatives to advance to the next round where in each round the odds of selection are based on each alternatives majority rule votes. We develop a framework for determining the asymptotic relative likelihood of the lottery selecting in the final round the Borda winner, Condorcet winner, and Condorcet loser for the three alternative case. We also show the procedure is equivalent to a Borda lottery when only a single round of voting is conducted. Finally, we present an alternative voting rule which yields the same winning probabilities as the pairwise lottery in the limiting case as the number of rounds of the pairwise lottery becomes large.Received: 5 June 2003, Revised: 17 June 2004, JEL Classification Numbers: D71. Correspondence to: Jac C. HeckelmanWe thank Keith Dougherty and Andrew Yates for their comments.     

Constitutional Implications of Electoral Assumptions

The paper discusses the implications of three models of elections (the median voter model, the proportional representation model, and the probabilistic voting model) on three functions of constitutional rules (constraining the majority of the people, monitoring political and bureaucratic agents, and keeping separate the levels of constitutional rules and of ordinary politics).     

A Roll Call Analysis of the Endangered Species Act Amendments

Public choice economics view legislative process as a transaction in the political market. Interest groups demand regulation in their favor and lobby lawmakers. The lawmakers analyze an assortment of factors and supply legislation to the winning group, thereby maximizing their rent from the political market. This article examines Endangered Species Act (ESA) amendments from a public choice perspective. Congressional voting on the ESA amendments are assessed using a model based on political incentive and ideology. The results show that the lawmakers' voting behavior is correlated with their party affiliation, ideology, and several characteristics of their home state, such as number of endangered species, proportion of urban population, contribution of the natural resources and construction sectors in gross state product, and geographical location.     

A Positive Theory of Social Security

In many countries, social security accounts for a large fraction of the government budget. Why is this so, given that at any point in time the number of recipients of social security benefits is smaller than the number of contributors? In the overlapping‐generations model studied in this paper, all individuals currently alive vote on social security in every period. In equilibrium, the size of social security is larger, the greater is the proportion of elderly people in the population, and the greater is the inequality of pre‐tax income within each generation. Both predictions of the theory are supported by the empirical evidence in cross‐country data.