Our investigation reveals that the top 10 shareholders are the only credible contenders for dominant control rights in China's listed corporations. To measure the ultimate control of these entities, we adopt the Shapley-Shubik power index and calculate the principal shareholder's control at the top of the control pyramid. Our results demonstrate that approximately 70% of firms exhibit an ultimate control value of 1. Additionally, our analysis reveals a non-linear relationship between the ultimate control, the tunneling behavior of the ultimate controller, and the executives’excess perk consumption .Specifically, our findings suggest that this relationship is characterized by a phase transition.

Mainland China traditionally maintained the one-share-one-vote (OSOV) principle. Since 2019, however, Chinese authorities have introduced rules supporting the dual-class equity structure (DCES) for “innovative enterprises.” Due to concerns about investor-protection issues, China’s DCES currently operates as a “stringent permit system,” and as of the end of June 2023, only eight corporations have achieved listings with DCES adopted. This article provides a broad and profound policy analysis of the Chinese DCES system, including empirical analyses on the eight existing DCES cases. Also, this article explores the legal and economic aspects of investor-protection issues with respect to the China’s DCES. Regarding DCES rules in the context of investor protection, this article examines “three sets of investor safeguard measures”: (1) “three numerically speciffed rules” (this article calls the three rules the “10% equity rule,” the “10-time voting-right rule,” and the “2/3 voting-right rule”); (2) “sunset provisions” (such as event-driven sunset and time-based sunset); and (3) “rules converting special-voting shares (shares with higher voting rights) into shares with one vote” (such as conversion in mergers and a conversion in an amendment of the charter). Due to the concerns about the prevailing practice of tunneling in China, this article argues in favor of the “DCES with enhanced investor protection.” To foment founders’ entrepreneurship and allow more corporations with the DCES, however, this article recommends that the Chinese authorities gradually relax the implementation of the current DCES system of de facto stringent permit system. The future relaxation of the stringent permit system will also be beneffcial for China because, as a result of the escalated tension with the U.S., China has already lost a substantial portion of its reliable DCES-IPO markets in the U.S. Also, DCES-IPO markets in Hong Kong is still inactive. Thus, the establishment of viable DCES-IPO markets will soon be necessary in Mainland China.

We examine the effect of a regulation in China that restricts perquisite consumption by managers of state-owned companies. We find that the regulation causes state-owned companies to issue more entrusted loans to other firms. Furthermore, entrusted loans issued by state-owned companies have lower interest rates and larger loan amounts. These results suggest that managers of state-owned companies use entrusted loans to extract personal benefits to compensate for the lost perquisite consumption due to the regulation.

We examine the information content of changes in shareholdings after private issuance of public equity (PIPE) by mutual funds that participate in PIPEs in China. The results show that the changes in shareholdings is positively related to alpha and cumulative abnormal return (CAR) for PIPE issuers with high information asymmetry, suggesting that the participating mutual funds have superior information. These results are robust after controlling for investment skill, geographic location, and alumni relation. The positive relation between shareholding change and information content is driven by PIPE issuers with weaker corporate governance. In addition, the positive relation is stronger when the placement discount is lower. These results are consistent with a hypothesis that controlling shareholders/management in Chinese PIPE firms may collude with mutual funds to do tunneling.

This study analyses financial consequence of the moral hazard activities of the controlling shareholder. Using a sample of Chinese listed companies during 2002 to 2009, we find that firms with a wider divergence between the controlling shareholder’s control rights and cash flow rights are more financially constrained and the cost of equity is significant higher in these firms. Our results suggest that potential tunneling and other moral hazard activities of the controlling shareholder are facilitated by his excess control rights. These activities have a real impact on corporate financial outcomes.

The conflict of interest between controlling and minority shareholders is an important issue in firms with concentrated ownership. We document that expropriation behavior by controlling shareholders through tunneling or self-dealing is far more severe in politically connected firms than in nonpolitically connected firms. This severity results more from the formers’ lower concern with capital market punishment than from the possibility that such firms tend to establish political connections for protection. Consistent with the view that a firm’s financing condition influences its corporate governance, we show that such severe expropriation occurs only in firms whose political connection helps them secure bank loan access.

We examine how regulators tackle two types of widespread tunneling activities in China. Controlling shareholders and related parties can divert assets from listed firms or coerce firms to serve as guarantors on questionable loans. The government announced and enacted two new rules during the same period: the first rule prohibits asset diversion from listed firms for ‘non-operational’ purposes by large shareholders, while the second standardizes the practice of listed firms providing loan guarantees. Relative to firms not affected by either rule, firms complying with the first rule experience a reduction in the ownership stakes of controlling shareholders, an increase in investment, and significantly better performance. The second rule has no impact on firms. Our results highlight the importance of enforceability: laws and regulations that can be enforced at lower costs are much more likely to succeed, especially in countries with weak institutions.

China’s listed companies often exchange corporate assets with their unlisted affiliates such as parent companies, which is rarely observed in their American counterparts. We find that listed companies which are incompletely restructured from former state-owned enterprises tend to exchange more profitable assets for less profitable assets (i.e., tunneling). However, when there is a need to avoid reporting losses and to raise additional capital, listed companies tend to exchange less profitable assets for more profitable assets (i.e., propping). We also find that the market reacts indifferently to assets exchange announcement. Finally, we find that assets exchange with tunneling (propping) incentive is associated with detrimental (improved) post-exchange stock performance and financial performance. In summary, this study contributes to the corporate assets literature by providing two new incentives (tunneling and propping).

Friedman et al. (2003) developed a model in which, in equilibrium, controlling shareholders may choose either tunneling or propping depending on the magnitude of an adverse shock and the magnitude of the private benefits of control. In this paper, we employ connected transaction data from China to test the implications of their model. We hypothesize that, when listed companies are financially healthy (in financial distress), their controlling shareholders are more likely to conduct connected transactions to tunnel (prop up) their listed companies and the market reacts unfavorably (favorably) to the announcement of these transactions. Our empirical findings strongly support our hypotheses. Our analysis supports Friedman et al.’s (2003) model by furnishing clear evidence that it is possible that propping and tunneling might occur in the same company but at different times.

Manuscript Type: Empirical Research Question/Issue: This study intends to solve the disputes between the free cash flow hypothesis and the tunneling hypothesis in explaining the role of cash dividends on asset expropriation of the controlling shareholders in Chinese listed firms, by investigating the values of cash holdings and cash dividends between firms with high and low ownership control. Research Findings/Insights: The results show that investors value more the cash dividends of firms with high ownership control than those of firms with low ownership control, and value more the cash holdings of firms with low ownership control than those of firms with high ownership control, more consistent with the free cash flow hypothesis rather than the tunneling hypothesis. Theoretical/Academic Implications: This study contributes to the literature of agency theory and international corporate governance by solving the disputes regarding the role of cash dividends in asset expropriation of controlling shareholders in Chinese listed firms. This study also contributes to the literature of cash holdings by showing that the most essential condition for these firms to hold high level of cash holdings is the quality of investor protection. This provides an example of the applicability of the Anglo-Saxon theory to emerging markets. Practitioner/Policy Implications: Even though the evidence does not support the tunneling hypothesis of cash dividends, it still suggests that investors are concerned with high cash payouts, which could thus lower firm value. Thus, changing corporate ownership structure and improving investor protection are necessary to deepen the development of financial markets.