地方保护主义、股权转让方式与控制权私有收益:基于大宗股权协议转让的经验证据

本文以股改之前七年内引发控制权变更的非流通股协议转让事件为样本,区分本地并购与异地并购、相关并购与多元化并购,对实际控制人通过转让控制权攫取私有收益的程度进行研究发现,地方政府实际控制人,以及普遍受到地方政府干预的非政府实际控制人将控制权转让给异地、异行企业时获得的转让溢价更高;支付较高控制权转让溢价的并购方实施内幕交易的程度更严重,获得的累计超额收益更多。

Private Benefits of Control: The Evidence from Block Negotiated Share Transfer

This paper had come to the conclusion that the both sides of trade who located in different municipality,or operated in different industry will get different private benefits of con-trol when they transfer company’s control rights.We selected the data that negotiated share transfer has been finished and the control rights have been changed from 2000 to 2006.The conclusions:(1) If the both sides of traders located in different districts,the actual controllers who are local government or non-government regulated by local government will receive higher transfer premiums.Because they must compensate the loss of rare listed resource that will help the local officers reaching their political and economic aims;(2) If the both sides of traders located in same place but different industry,the actual controllers will be prone to receive higher premium.Because the diversification need higher startup costs,on the other side,the acquisition is a way of cheap and forthright.So the acquiring company has stronger preference to actualize merger and acquisition in different industry;(3) When the acquiring company pay big transfer premium to target company,they stretch out their preda-tory hands to capital market,the middle or small investors will become the target of being exploited invisibly.So the acquiring company will get more CAR from insider trading if they pay higher transfer premium;(4) The control rights of listed compa-ny is very important for local government,who not only can get private benefits of money by looking for improving local GDP but also can get private benefits of soft-dollar by looking for job promotion.Therefore,the premium of transfer can only scale the level of pecuniary private benefits but the lost from political reputation.Besides this,as one part of control rights value,the private benefits of control have definite liquidity with control rights transfer.The buyers stretching out benefits in capital market when they pay big money for target company,the small investors become the object who was exploited virtually.So,the cumulative abnormal return in certain time limit before declaration also must be added in private benefits of control.