上市公司關聯交易的回應型規制

Responsive Regulation of Related-Party Transactions by Listed Corporations

上市公司控股股東通過關聯交易進行利益輸送是我國資本市場的頑疾，而以市場自治為導向的公司法的私人執行模式難以有效規制利益輸送行為。我國近年來發展了公司法的公共執行模式，允許監管機構通過不同方式強化對關聯交易的規制。但實證研究表明，這些規制數量有限，對於資本市場上普遍的利益輸送行為規制仍有不足。回應型規制理論表明，在公共規制者存在信息、資源約束的情況下，應當將規制權力授予多個主體，豐富執法手段，構築執法金字塔，同時採取適當的規制升級策略。這一理論對於關聯交易的有效規制有重要意義。

"One of the major problems facing China’s securities market is that the majority shareholders of listed companies often tunnel profits out of the company through related-party transactions. Private enforcement based on market-oriented company law does not effectively regulate tunneling. China has recently developed several public enforcement measures. However, there are relatively few enforcement actions against listed corporations. The theory of responsive regulation suggests that as the public regulators face fiscal and informational constraints, China should adopt more regulatory measures to build up an enforcement pyramid. It should also consider delegating the tasks of regulation to multiple parties and adopt the strategy of regulation in response to the behavior of listed corporations. The theoretical and empirical analysis offered in this article is likely to contribute to effective regulation of tunneling."