管理者留任影响控制权变更吗?

本文主要研究管理者留任是否影响控制权变更,通过分析国有上市公司控制权变更过程中的交易价格溢价,研究企业高管是否存在压低交易价格换取留任的自利行为。我们对1993～2005年共13年国有上市公司控制权转让的样本进行实证分析,发现管理者留任将影响控制权变更,国有上市公司控制权交易溢价越低,董事长和总经理留任的机会就越大,全体高管人员留任的比例也就越大;与非国有上市公司相比,国有企业的高管人员在控制权变更过程中谋取私利的行为更明显;与非控制权转让的公司相比,国有企业董事长的留任会降低控制权交易的溢价水平。本文为规范上市公司控制权转移行为、保护投资者权益提供了实践依据。

Will Managers' Retaining their Posts Influence the Change in Controlling Right?

This article is mainly on whether managers' retaining their posts can sway the change in control right, and on, by an analysis of the transaction price premium in the process of change in the control right of state-owned listed companies, whether high-ranking managers of enterprises have the selfish behavior of exchanging lowing transaction prices for retaining their posts. We have made a case study on the samples (1993 to 2005) of the control right transfer of state-owned listed companies, and found that managers' remaining in office will impact the alteration in control right, that the lower the transaction premium of the control right of state-owned listed companies, the more the opportunities for presidents of the board and general managers to continue in office and the greater the proportion of the whole high-ranking manages remaining in office; compared with the behavior-of high-ranking managers of non-state-owned enterprises-of playing their own game in the process of change in control right, the said behavior on the part of state-owned-enterprises is more obvious; the retaining-in-office of presidents of the board of state-owned enterprises will lower the price premium level of right control transaction, compared with that of companies with non-control right transfer. This paper will provide practical foundation for the normalization of the behavior of transfer of the control right of listed companies and for the protection for investors' rights and interests.