Institutional Investors, The Actual Control Of Listed Companies "hollowed Out" The Impact Of Governance

Corporate Governance is a issue the scholar home and abroad always research, traditional Corporate Governance is deployed by the basic point of Company Ownership and control right. After the thought of ultimate control right is brought out, the key point of Corporate Governance changed from first-class principal-agent issues to second-class principal-agent issues, and the conflict between manager and stockholder has switched to the conflict between actual controllers and small and medium shareholders. The structure of pyramid stock equity brings the separation between the cash flow rights and control rights, which become the motivation that the actual controllers carry out the action of "tunneling". when there is more pyramid levels, the actual controllers' behavior of "hollowed out" is more serious. Related Transactions is the important method by which the actual controllers carry out the action of "tunneling". By the angle of Corporate Governance, institutional investor is the important external Governance body, the growing group of institutional investor has provided a new way for the mechanism of Corporate Governance. This thesis is based on the two hotspot issue of institutional investor and governing the actual controllers' behavior of "tunneling", seeing about the institutional investor as a important Superviser whether has the capability to restrict the actual controllers and protect the small and medium shareholders' benefit. Based on reason, measure and economic consequences of "tunneling", the thesis makes use of dynamic game playing mode to analyze the mechanism that institutional investor takes part in governing the actual controllers' behavior of "tunneling", and it tries to explain that the institutional investor's governning motive is positive-going effected by their Rate of Share Held and regulatory costs Then, based on the China Capital Market and the structure of pyramid stock equity of China national conditions, this thesis from the empirical point of view analyzes the impact of governing actual controllers' behavior of "tunneling" by institutional investor. Studies show that institutional investor not only can inhibit the motive of actual controllers' behavior of "tunneling" at root, but also can weaken the degree of "tunneling".In a word. Chinese institutional investor has the Institutional Shareholder Activism motive and capability, and they can inhibit actual controllers' behavior of "tunneling" in order to protect the small and medium shareholders' benefit. Relative to the private listed company , institutional investor's action of Institutional Shareholder Activism has limited effect in the State-owned listed company, they has poor effect to inhibit the actual controllers' action of embezzlement and plunder and they objectively fail to protect investors.To resolve the issue of actual controllers' behavior of "tunneling" radically can not eliminates the structure of pyramid stock equity, the circulated Capital Market can not deracinate actual controllers' behavior of "tunneling".