金字塔式控股结构与上市公司资本运作的机会主义倾向

在处于金字塔式控股结构的上市公司中,反映实际控制人责任承担能力的现金流权与其影响公司决策的控制权是分离的,由此形成了责任与权利不对称的负外部性。不同于以往研究,本文从纵容市场炒作和资本运作这一新的视角,实证考察金字塔式控股结构下控股股东及其背后实际控制人资本运作的机会主义倾向,以此揭示金字塔式控股结构存在的其他负外部性。研究表明,随着金字塔结构复杂程度的增加,处在金字塔式控股结构下的上市公司的股票更具有“彩票股”的特征、非金融企业的金融资产配置更多,且会进行更多的关联资本运作,但这些行为并没有带来预期的企业绩效改善,而在很大程度上演化为以实现控股股东及其背后实际控制人财富短期快速增值为目的的机会主义资本运作行为。因而,金字塔式控股结构在一定程度上助长了“脱实向虚”的资金流动趋势,并加剧了资本市场的波动。如何抑制金字塔式控股结构的负外部性由此成为促使我国资本市场有效助力实体经济发展的关键环节之一。

Opportunistic Tendency of Capital Operation in Listed Companies with Pyramidal Ownership Structure

A pyramidal ownership structure is quite typical of enterprise group organization in many countries and regions. A typical feature of this structure is the separation of control rights and cash flow rights as a means for strengthening control. Control rights reflect the influence of the ultimate controller on major decisions by voting at listed companies' shareholders' meetings, while cash flow rights denote the responsibility characterized by investment in capital contributions. The separation of the two is indicative of the asymmetry between taking responsibility and enjoying rights in a pyramidal ownership structure, and is often the source of negative economic externalities.The literature on the negative externalities of the pyramidal ownership structure focuses on “tunneling” by the ultimate controller of listed companies by means of capital occupation and other channels. Different from the negative externalities examined in other studies, this paper investigates the opportunistic tendencies of the ultimate controller's capital operations with the aim of revealing other negative externalities of the pyramidal ownership structure.In China's capital market, the pyramidal ownership structure is very common in both state-owned and non-state-owned firms. However,capital operations of state-owned listed companies are more influenced by national macroeconomic policies such as state-owned enterprise restructuring, industrial policy, and supply-side structural reform. As an example of the negative externalities of the pyramidal ownership structure, capital operation is more typical in non-state-owned listed companies. Therefore, this paper selects non-state-owned listed companies as the object for empirical research, using a sample from 2007-2017. This paper demonstrates that for listed companies characterized by a pyramidal ownership structure, with an increase in the pyramidal structural complexity, the listed companies' shares become more like “lottery shares,” non-financial enterprises' financial asset allocation becomes greater, and more related capital operations are implemented. These behaviors do not improve enterprise performance as expected; rather, they evolve into opportunistic capital operation behavior to realize the short-term rapid appreciation of the wealth of controlling shareholders and their ultimate controllers.This paper makes a novel contribution to the corporate governance literature, especially the literature on the negative externalities of the pyramidal ownership structure. First, in addition to the tunneling concept examined by the previous literature, this paper illustrates other negative externalities arising from the opportunistic capital operations behavior of firms' ultimate controllers.This paper constitutes an important expansion of the literature on the pyramidal ownership structure. Second, from the new perspective of the pyramidal ownership structure, this paper reveals the institutional incentives underlying the financialization of non-financial enterprises and the phenomenon of allocating capital from the real economy to the virtual economy. Affected by the incentive distortion of unequal rights and responsibilities, the controlling shareholders under a pyramidal ownership structure prefer to allocate financial assets to realize the short-term appreciation of the ultimate controllers' wealth in the face of uncertain industrial investment returns. Third, this paper shows that the opportunistic tendencies of controlling shareholders' capital operations under a pyramidal ownership structure attracts more investors to speculate in stocks. Therefore, companies under a pyramidal ownership structure characterized by “lottery shares” of listed companies have become a new influencing factor. Thus, this paper constitutes an important expansion of the literature on the factors influencing lottery stocks.This paper shows that the negative economic externalities of pyramidal ownership structure has become a potential institutional root of the trend whereby capital flows from the real economy to the virtual economy and the severe volatility of financial markets. Therefore, to promote the healthy future development of the capital market and real economy, restraining the disorderly expansion of the pyramidal ownership structure is an important issue that must be urgently confronted.