【作者】 刘世峰；

【导师】 徐传谌；

【作者基本信息】 吉林大学 ， 制度经济学， 2007， 博士

【摘要】 本文从制度经济学理论入手,利用现代契约理论、交易成本理论和企业边界理论来分析资产托管经营模式存在的深层次原因;本文将受托收益之外的目标作为变量纳入经济分析模型,讨论受托人对受托收益之外的目标的预期效用对受托双方行为的影响,并由此引出托管合约中隐性合约存在的可能性。本文搜集了2000年来国内50余份上市公司的资产托管合约及相关信息,运用现代统计方法和系统的案例分析方法对其合约及其执行情况进行分类研究,分别对托管合约中的受托资产价值条款、托管收益的分配条款、托管经营过程中双方的权利义务条款以及托管合约的有效期限条款进行了深入分析,提出现有托管合约的不完全性的特征,并证实了托管合约中大量地出现双方共同遵守的隐性合约条款,本文结合隐性合约理论和信息经济学理论对这些合约的特征进行分析和解释。更多还原

【Abstract】 Studies on Assets Trusteeship Management(ATM) rose in China in the early 1990s, but in Europe and the United States, it has been in existence for a long time, as foreign scholars started researches earlier in the fields of trusteeship and trust, ATM are commonly used in military, political, social, economic and other fields. Whether on the theoretical or the practical aspects there is a thorough discussion about ATM.This dissertation is focused on the in-depth analysis of the origin of assets trusteeship and the negotiating process of the ATM contract, which are the weakest research parts at home and abroad. Although the theories of foreign scholars about trusteeship are profound and wide, there is a common feature of these studies, the practice analysis and case studies are more based on controlled experiment in rigorous methods. Study abroad regarded the trusteeship as an existed phenomenon, based on this assumption, they start the research on the structure, elements, and the relationship between them, ignored the true causes of trusteeship. The environmental analysis is also limited in how they affect the efficiency of trusteeship patterns.In this study, we expand the analysis to the background, causes, and the contractual arrangements, which not only will deepen the basic theoretical studies at home and abroad, but also will help other Chinese scholars to do further research works in theoretical analysis of contract, and promote the development of the theory of trusteeship.Based on the theory of institutional economics, we use the modern contract theory, transaction cost theory and firm boundary theory to analyze of deep causes of the ATM.Firstly, according to contract theories, the adverse selection and moral hazard brought by information asymmetry problem make the two sides of trusteeship have to design a perfect contract to reduce the trustee’s private information, or to establish a trustee’s reputation mechanism, to increase the cost of opportunistic behaviors. However, they have to face the information cost necessary to formulate a detailed contract. Therefore the contracts in reality must be uncomplete, if so, the breach of faith will arise. To remedy this defect, the consigner has to design an appropriate contract to incentive the trustee to keep his own interests consistent with the objectives of the consigner. When designing contract, the consigner must ensure that the trustee will take the task on the premise, then satisfy the condition of the incentive compatibility. It is necessary to have effective incentive clauses in the contract to reduce the interest gap between them, or to make the trustee lower the income expectations with the reality.Secondly, from the perspective of transaction cost economics, relative to other asset management patterns, ATM has its advantages on transaction costs reduction in certain conditions. Trusteeship between enterprises, replace the internal contract with the contract between enterprises, which makes it more efficient to reorganize the assets, without touching the high "transaction costs" which come from the transfer of assets ownership, such as asset valuation costs, and latent costs, and so on; However, trusteeship will create new transaction costs, such as the incentive costs and surveillant costs, the verification costs of operating results and distribution costs, and so on. What the consigner can do is to weigh the inherent cost savings and the new produced costs, and choose the one which can minimize the total cost.Finally, from the point of view of firm boundary theories, in the trusteeship process, the trustee’s objective is the expansion of enterprises, according to transaction cost theory, when it’s unable to internalize the external transaction costs, there is the boundary. Williamson (1989) depicts the three main dimensions of transaction, assets specialization, the degree of uncertainty, and the repetition frequency of transactions, which were used to study the firm’s boundary. ATM is to reduce parts of the transaction costs of these three dimensions, and to get the expansion of the firm. From the point of view of cost, the size and boundary of trusted assets is the balanced point where the cost of the internal management equal to the external transaction costs. The management capability of enterprises and the form of organization decide an enterprise’s internal boundaries, while the institutions and other external environments will decide the external boundaries. Commonly, the smaller of the two is the firm’s final boundaries, in the practice, the internal boundaries always larger than the externals, namely, the external environment to some extent constrain the size of the firm’s expansion, However, ATM patterns breakthrough the external restrictions to expansion of the enterprise, minimize the total cost.With the economic analysis, we found that the greater the effectiveness of the expected objectives are, the higher the extra pay will be, with which the consigner expects to reduce the trustee’s opportunistic behaviors. Otherwise, the trustees will have a great incentive to pursue their own objectives. Conversely, if the trustees expect such a high payment that it is too much to accept, the cogsigner may abandon the incentive clauses. Instead, in the contract he will provide a better distribution terms for himself, and allows the trustees to achieve other objectives, then pays more attention to monitor the trustees’behaviors, guarantees the minimum expected income could be realized. This additional incentive objectives include reducing the transfer resistance of assets ownership, minimizing the risk of failing of mergers and acquisitions, and whitewashing the financial statements of listed companies or obtaining money from outsides, and so on. This also leads to the possibility of latent contract clauses in trusteeship contracts.We collected nearly 50 contracts and related information from domestic listed companies from the year 2000 to 2005. With modern statistical analysis and case studies methods, we analyzed the details of the contracts and the implementation situation of them. In this process, combining the implicit contracts theory and information economics, respectively we discussed in-depth on the clauses about the value of the assets entrusted, the clauses about the distribution of income, the clauses about the rights and obligations of both sides, and the clauses about the duration of the contract. From this perspective, the study on ATM expanded the vision of researches in this field. Meanwhile, we introduced systematic case study methods to the studies of ATM, with which we can verify the existing economic models, and integrate the theoretical models with trusteeship practices.In this dissertation we proposed the "comprehensive development patterns" of state-owned assets trusteeship to solve the existing problems: the establishment of state-owned asset management companies-nurturing the competitive bidding mechanism for capital market-the development of asset securitization in secondary capital markets-development of intermediary organizations. Although the four parts always separately appeared in various asset management patterns and all kinds of policy documents, however, it has never been used in the development of ATM patterns. So far nobody take them integrated in a unified framework in the development patterns of state-owned assets trusteeship. Based on situation of state-owned assets management and the characteristics of the political and economic environment, we take the four aspects into an integrated framework, take the establishment of state-owned asset management companies and foster the capital market as the starts of state-owned assets trusteeship, the development of asset securitization in secondary capital markets as the risk-sharing mechanism, and the development of intermediary institutions as an supplement. We also hope to develop an effective pattern to resolve the problem of state-owned assets management.更多还原