回应性监管策略对险资举牌的影响——基于万科、南玻、伊利和格力的多案例研究

受我国金融监管政策由松转紧的影响,险资在我国资本市场上呈现出举牌"涨潮"和"退潮"之势。基于回应性监管理论,文章对宝能举牌万科、前海人寿换血南玻、阳光保险举牌伊利和前海人寿突袭格力四个事件进行了多案例分析。研究发现政府监管策略会根据险资举牌动机和行为进行相应调整,当险资投资是单纯性财务投资行为时,监管机构主要以规范行为和能力提升为主,采取被监管主体自我监管和强化型自我监管策略;当险资举牌演变成一种行业性激进式恶意收购行为时,监管机构逐步升级监管强度直至暂停业务、市场禁入等严厉的惩罚措施。随着监管策略呈现从强化型自我监管向命令控制型监管,后又回归至强化型自我监管的转变,险资举牌也会产生不同的结果。当监管处于强化型自我监管阶段,南玻被前海人寿多次举牌,最终丧失控制权;面对宝能系的三次举牌,万科虽然紧急停牌,随后发布资产收购预案,但反收购举措也以失败告终。当监管强度逐渐升级进入命令控制型监管阶段,万科管理层重夺控制权,随着监管趋严的形势逐渐明确、监管层的态度立场和惩罚措施日益清晰,阳光保险未再继续增持伊利股份,伊利保持了控制权;前海人寿突袭格力时,正值保监证监齐发力明确对险资恶意举牌的态度和立场、要进一步强化对资本市场的监管,于是格力最终保住了控制权。当险资举牌行为得到严格限制后,政府再次进入强化型自我监管阶段,只是此次的监管规则在之前强化型自我监管阶段的基础上有了进一步完善。本文提出,监管机构应重视提高监管对象自我监管的主体责任和能力,采取先宽松后强硬的监管措施,并用权威有效的强制措施防范违背基本底线的金融风险,同时要考虑各监管策略之间的互相融合促进转化的动态关系。

The Impact of Responsive Regulatory Strategy on Insurance Funds' Banner Acquisitions: a Multiple-case Study of Vanke,CSG, Yili and GREE

With the loosening and tightening fluctuation of China's financial regulation policy, the insurance funds had also been rising and ebbing accordingly in the capital market. Based on the responsive regulation theory, we made a multiple-case study of four banner acquisitions in China:Baoneng V.S. Vanke, Qian Hai Life V.S. CSG, Sunshine Insurance V.S. Yili and Qian Hai Life V.S. GREE. The study indicates that government regulatory strategies would make adjustment according to different purposes and behaviors of insurance funds' banner acquisitions. When the insurance funds investment behaves as a pure financial investment, the regulators would mainly regulate their behavior to enhance their ability, and would encourage the funds' self-regulation and reinforced self-regulation strategy. When the insurance funds' banner acquisition turned into an aggressive even hostile takeover through the industry, the regulators would gradually upgrade the regulation intensity to the severe punishment measures of business suspension, and market entry prohibition, etc. With the regulatory strategies changing from reinforced self-regulation to command-and-control regulation, and finally reversed to reinforced self-regulation, the insurance funds' banner acquisition would face different results. For example, in the stage of reinforced self-regulation, CSG was banner acquired by Qian Hai Life Insurance repeatedly, and finally lost the control. With three hostile banner acquisitions of Baoneng, Vanke suspended first, and then issued an asset acquisition plan, but the anti-takeover measures did not work out. As the regulation intensity gradually escalated to the stage of command-and-control, Vanke senior executives regained the control. Likewise, as the tendency of tighter regulation and the attitudes and punishment measures of the regulators became clear, Sunshine insurance no longer continued its efforts to increase the shares of Yili, so Yili maintained its control; In the case of Qian Hai Life Insurance versus GREE, the insurance supervisor issued a clear attitude and position to the malicious raising of insurance funds, which further strengthened the regulation of the capital market. With the support, GREE ultimately retained the control. When the banner acquisition behavior was strictly contained, the regulator moved to the stage of reinforced self-regulation again, with an improvement on the basis of the previous reinforced self-regulation stage. We propose that the regulators should enhance the accountability and ability of regulatory objects, moving from loosening to tightening in strategy, and employ appropriate and effective methods to avoid the basic financial risk. Meanwhile, the regulators are so expected to consider a dynamic transformation and integration between different regulatory strategies.