本文首先建立了一个模型,分析了大股东在作股权质押决策时如何在控制权与现金流权之间权衡,并提出大股东质押股权的可能性与股权集中度正相关、与股价被高估的程度正相关的假设,随后的实证研究验证了根据理论模型推导结果提出的假设。本文随后分析了大股东质押股权的行为后果。实证研究表明,如果上市公司的终极控制人是国有企业或政府机构,大股东质押股权并不必然导致盈余管理或资金侵占。当上市公司的终极控制人为非国有实体或个人时,盈余管理和资金侵占都可能是大股东股权质押的行为后果。本文的结论对相关部门加强对大股东股权质押行为的监管、改善金融生态环境具有借鉴意义。

In this paper we develop a model to analyze whether large shareholders make decisions on equity collateral by trading off between control rights and cash flow rights.We find that the higher the levels of ownership concentration and stock overpricing are,the more likely it is for large shareholders to collateralize their equity holdings.The subsequent empirical analysis supports the model's prediction.We also analyze large shareholders' subsequent behavior after they collateralize their equity holdings.During the world economic crisis,large shareholders face the risks of being not able to repay their loans and losing their right for equity collaterals.Large shareholders may use two strategies to ease their repayment pressure:raise the stock price through earnings management and then raise capital through re-collateralizing their equity holdings;expropriate assets from other listed firms they control.Empirical analysis shows that if a state-owned enterprise or government agency ultimately controls the listed company,large share holders' equity collateral choice does not necessarily lead to earnings management or assets expropriation.In contrast,when a non-stateowned entity or an individual ultimately controls the listed company,large shareholders' equity collaterals are likely to lead to earnings management and assets expropriation.Our conclusions can used by policy makers to strengthen the regulations of large shareholders' equity collateral behavior and to improve the efficiency of the capital market in China.