CAJ | 학술논문

为什么大股东要进行两权分离？传统代理观点认为，两权分离有助于大股东的控制权私有收益，其经济后果是加剧大股东利用多元化等方便利益输送的行为；而本文提出的风险分散化观点认为，在大股东资金一定的情况下，两权分离可以降低大股东监督企业高管所需表决权的出资额，帮助大股东监督更多企业，达到分散化投资以降低风险的目的，其经济后果是缓解大股东保守的多元化投资行为。本文分析大股东两权分离是否影响民营企业的多元化水平，以为这两种观点提供实证支持。结果发现，在大股东不能控制公司时，两权分离会显著降低公司的多元化水平，这主要支持两权分离的风险分散化假说。在大股东能够控制公司且当地投资者法律保护水平或银行市场化水平较低时，两权分离会显著提高公司的多元化水平，这支持两权分离代理假说占主导的观点。本文从大股东风险分散化视角对两权分离的相关研究进行创新，同时，本研究可以为客观评价大股东两权分离现象和监管部门规范大股东两权分离行为提供参考。
위십요대고동요진행량권분리？전통대리관점인위，량권분리유조우대고동적공제권사유수익，기경제후과시가극대고동이용다원화등방편이익수송적행위；이본문제출적풍험분산화관점인위，재대고동자금일정적정황하，량권분리가이강저대고동감독기업고관소수표결권적출자액，방조대고동감독경다기업，체도분산화투자이강저풍험적목적，기경제후과시완해대고동보수적다원화투자행위。본문분석대고동량권분리시부영향민영기업적다원화수평，이위저량충관점제공실증지지。결과발현，재대고동불능공제공사시，량권분리회현저강저공사적다원화수평，저주요지지량권분리적풍험분산화가설。재대고동능구공제공사차당지투자자법률보호수평혹은행시장화수평교저시，량권분리회현저제고공사적다원화수평，저지지량권분리대리가설점주도적관점。본문종대고동풍험분산화시각대량권분리적상관연구진행창신，동시，본연구가이위객관평개대고동량권분리현상화감관부문규범대고동량권분리행위제공삼고。
The divergence between cash flow and voting rights （ control-ownership divergence） of large shareholder is prevalent around the world, especially in countries with under-developed institutions. Why is there control-ownership divergence of large shareholder？ On one hand, separating control rights from cash-flow rights allows the large shareholder to control the firms with a small cash flow stake. The agency theory thus suggests that higher control-ownership divergence is associated with lower cost of expropriation, and thus more private benefits of control of the large shareholder. We call it the agency view of control-ownership divergence. On the other hand, separating control rights from cash-flow rights allows a wealth family or individual to be large shareholder of a large number of firms, and thus lets the large shareholder become more diversified investors. Based on the portfolio theory, we argue that higher control-ownership divergence leads to more diversified large shareholder, and thus alleviates the conservative investments of the firms. We call it the portfolio view of control-ownership divergence. In order to test the two effects, we investigate how control-ownership divergence of large shareholder in private firms affects corporate diversification. To maximize the private benefits of control, the agency theory suggests that corporate diversification is positively related to control-ownership divergence. However, the portfolio theory suggests that control-ownership divergence can reduce corporate diversification. Using private firms of China from 2003 to 2011, we find that control-ownership divergence has an insignificant impact on corporate diversification. This result may indicate that the agency view of control-ownership divergence has the same impact on private firms as the portfolio view of control-ownership divergence. Furthermore, this paper divides firms into firms with controlling shareholder and firms without controlling shareholder. Outside the US or UK, there is usually a large shareholder who will monitor the managers. When the control rights of the large shareholder exceed 50% of the shareholders attending the shareholders＇ general meeting, the large shareholder has the ability to expropriate the minority shareholders, and thus becomes the controlling shareholder of the firm. We argue that in firms without controlling shareholder, control-ownership divergence is mainly for the portfolio investment of the large shareholder rather than the expropriation of minority shareholders, while in firms with controlling shareholder, control-ownership divergence is used for both. We find that, in firms without controlling shareholder, control-ownership divergence has a statistically and economically negative impact on corporate diversification, consistent with the portfolio view of control-ownership divergence. In firms with controlling shareholder, control-ownership divergence has an insignificant impact on corporate diversification, suggesting that both effects have equal impacts. Finally, as to the firms with controlling shareholder, this paper examines whether the institutions have significant impact on the agency view of control-ownership divergence. In provinces with poor investor protection or under-developed banking market, the expropriation of minority shareholders will be deteriorated, and the agency view of control-ownership divergence will dominate the portfolio view of control-ownership divergence. Using firms with controlling shareholder, we find that control-ownership divergence has an insignificant impact on corporate diversification in provinces with higher investor protection or more developed banking market, while a positive impact on corporate diversification in provinces with poorer investor protection or less developed banking market, suggesting that in provinces with poorer investor protection or less developed banking market, the agency view of control-ownership divergence dominates the portfolio view of control-ownership divergence. Overall, this paper suggests that the control-ownership divergence of large shareholder is associated with the larger portfolios of large shareholder in addition to private benefits of control.