基于契约理论的国有上市公司中小投资者权益保护机制探析

发布时间：2018-01-31 14:32

本文关键词： 中小投资者权益融资契约保护机制　出处：《江西财经大学》2012年硕士论文　论文类型：学位论文

【摘要】：中小投资者在我国证券市场上占有重要的位置,他们的投资信心直接关系到证券市场的兴旺和发展。但目前,我国中小投资者利益受侵害的情况比较严重。作为证券市场上的弱势群体,中小投资者迫切需要一套完善的机制来保护他们的利益。当前对于投资者保护理论的研究主要强调了法律制度的影响,然而法律作为一种强制履约方式,其对投资者的保护虽然重要,但并不完全。由此,本文提出了一个基于契约理论的中小投资者权益保护框架。中小投资者的权益是通过中小投资者与证券发行人之间签订的融资契约来界定的。中小投资者的权益分为自益权和共益权,经济学上将其对应为剩余控制权益和剩余索取权益。首先,对于对于剩余控制权益来说,中小投资者保护的核心在于契约的有效履行。而一个完善的履约体系包含了自我履约、第三方私人履约和强制性履约三个层次。其次,对于剩余索取权益来说,中小投资者保护的关键在于剩余权益的合理配置,而影响剩余权益合理配置的关键又在于平衡契约双方的谈判力。平衡契约当事人之间谈判力差异的途径主要来自于两个方面：其一,着眼于公司内部治理,完善中小投资者用手投票的上市公司股权机制；其二,着眼于公司的外部治理,完善中小投资者用脚投票的证券市场竞争机制。本文首先在介绍契约理论及中小投资者权益概述的基础上,联系我国现实状况,指出我国国有上市公司中小投资者权益被侵害的现象,并从契约理论的角度分析被侵害的原因。笔者认为造成中小投资者权益被侵害的契约原因在于：证券市场的信誉缺乏、中小投资者权益的法律保护存在不足、国有上市公司的股权结构不合理及有效管制与市场竞争机制缺位。通过对美国、英国地区上市公司中小投资者权益保护的经验借鉴,认为我国应该从降低国有股权比例,积极推动机构投资者的作用、完善我国的监管体系、设立专门保护中小投资的机构并对侵害权益的行为进行惩罚等手段来保护我国国有上市公司的中小投资者权益。最后,在结合我国的国情和国际经验的基础上。从融资契约不完全的角度出发,把法律、信誉、市场中介组织、股权结构、市场竞争等影响中小投资者权益保护的因素统一在了契约理论的框架内。相对于目前强调投资者法律保护的研究来说,本文构建了一个更加完善的中小投资者权益保护的契约框架。
[Abstract]:Small and medium investors occupy an important position in the securities market of our country, their investment confidence is directly related to the prosperity and development of the securities market, but at present. The interests of small and medium-sized investors in China are seriously infringed. As a vulnerable group in the securities market. Small and medium-sized investors urgently need a set of perfect mechanism to protect their interests. The current research on investor protection mainly emphasizes the impact of legal system, but the law as a way to enforce performance. Although the protection of investors is important, it is not complete. Therefore, this paper proposes a framework for the protection of the rights and interests of small and medium-sized investors based on contract theory. The rights and interests of small and medium investors are defined by the financing contract signed between the small and medium investors and the securities issuers. The rights and interests of the small and medium-sized investors are divided into the self-interest right and the co-beneficial right. In economics, it corresponds to residual control rights and residual claims. First, for residual control rights. The core of the protection of small and medium investors lies in the effective performance of the contract, and a perfect performance system includes three levels of self-performance, third-party private performance and mandatory performance. Secondly, for residual claims. The key to the protection of small and medium-sized investors lies in the reasonable allocation of residual rights and interests. The key to the reasonable allocation of residual rights lies in balancing the bargaining power of the parties to the contract. The way to balance the differences between the parties to the contract mainly comes from two aspects: first, focusing on the internal governance of the company. Perfecting the stock right mechanism of the listed company that the medium and small investors vote by hand; Second, focus on the external governance of the company, improve the stock market competition mechanism in which small and medium investors vote with their feet. Based on the introduction of contract theory and the overview of the rights and interests of small and medium-sized investors, this paper points out the phenomenon that the rights and interests of small and medium-sized investors of state-owned listed companies have been infringed in the light of the reality of our country. From the angle of contract theory, the author thinks that the contract cause of the infringement of the rights and interests of small and medium investors lies in: the lack of credibility in the securities market, the lack of legal protection of the rights and interests of small and medium-sized investors. The ownership structure of the state-owned listed companies is unreasonable and the effective control and market competition mechanism is absent. Through the experience of protecting the rights and interests of the small and medium-sized investors of the listed companies in the United States and the United Kingdom. We should reduce the proportion of state-owned equity, actively promote the role of institutional investors, and improve our regulatory system. To protect the rights and interests of the state-owned listed companies, we should set up special institutions to protect the small and medium-sized investors and punish the infringement of their rights and interests. Finally, on the basis of China's national conditions and international experience, from the perspective of incomplete financing contracts, the law, credibility, market intermediary organizations, equity structure. Market competition and other factors affecting the protection of the rights and interests of small and medium-sized investors are unified within the framework of contract theory. This paper constructs a more perfect contractual framework for the protection of the rights and interests of small and medium-sized investors.
【学位授予单位】：江西财经大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：F832.51

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