控制权收益悖论与超控制权收益——对大股东侵害小股东利益的一个新的理论解释

现有文献将控制权收益定性为大股东对中小股东利益的侵害,这一定性扭曲了大股东侵害的实质,导致了一系列无法解释的理论和现实问题。本文对现有研究中关于控制权收益和大股东侵害的理论作出了修正,指出并论证了控制权收益是控制权成本的补偿,是控制权的风险溢价,它的实现载体是控制权作用于公司治理绩效改进所产生的增量收益,它与大股东侵害无关。本文进一步提出超控制权收益这一新概念,对其内涵和外延及其与控制权收益的本质差异作出了界定和分析,解构了大股东的利益结构,指出大股东侵害的实质是攫取超控制权收益。在此基础上,本文对大股东侵害小股东利益作出了新的理论解释。

The Paradox of Private Benefits of Control and Excessive Benefits of Control:A New Theoretical Explanation of Large Shareholders' Expropriation of Small Ones

The concept of private benefits of control in present literature is defined as the expropriation of the small shareholders by the large shareholders. This inappropriate definition distorts the nature of the large shareholders' expropriation and leaves us several unsolvable theoretical and practical problems. This paper first of all makes amendments to the theory of private benefits of control and large shareholders' expropriation, points out and proves that the private benefits of control actually are the compensation for the cost of control, and are the risk premium of control. The benefits are realized as the value increments by controlling the company and influencing the corporate governance of the company and finally improving the performance of the whole company. This has nothing to do with large shareholders' expropriation. And the paper further puts forward a new concept, i.e. excessive benefits of control, defines its connotation and extension, analyzes the interest structure of large shareholders. The paper points out the essence of large shareholders' expropriation is to snatch the excessive benefits of control. The paper also compares the concepts of private benefits of control and the excessive benefits of control and analyzes the differences between the two. Based on these the paper sets up a new analytical framework and puts forward a new theoretical explanation to large shareholders' expropriation of small shareholders.