摘要：
随着新兴经济蓬勃发展,双重股权日益受到新经济企业的青睐.作为一种典型的"同股不同权"的公司治理制度,双重股权一直备受争议.本文从权变视角对国外双重股权文献进行了全面梳理和评述.研究发现:第一,尽管在全球得到普遍应用,双重股权仍是一种"小众"模式;第二,双重股权导致的实践结果是复杂的,需要用权变视角分析其制度效应;第三,权变因素如管理层的个人特征、企业特征、行业属性、企业属地的制度环境等,可以帮助厘清双重股权制度效应的边界条件;第四,对于重视长期公司价值且具有高增长前景、较低内部代理成本的企业而言,双重股权是一种理性选择,但是,在不具备必要的边界条件的情况下,如果纵容内部股东或管理层滥用双重股权,公司有可能招致高昂的代理成本.中国有成语:南橘北枳,关键在于水土环境的差异——本文通过权变理论识别出了双重股权不同制度效应的边界条件,有助于协调已有文献中不一致的结论,对双重股权的争议提供一个折中的视角,也可以为企业实施双重股权提供更为具体和明确的指导.%This paper makes an attempt to thoroughly review the existing foreign research on the dual-class structure from a contingency perspective. We systematically explore the connotation, global practice, theoretical basis, institutional effects, and possible boundary conditions of the dual-class structure. Our results indicate that: (1)Although widely used in the world, especially in advanced economies with relatively complete systems, the dual-class structure is still a "niche" model, not a "mainstream" model of corporate governance. A dual-class firm may best be viewed as an intermediate organizational form which fits somewhere between the polar cases of the dispersed-ownership public corporation and the closely-held firm. (2) The dual-class structure is a "double-edged sword". On the one hand, the dual-class structure limits shareholder rights, weakens the functions of traditional governance and supervisory structures, and may result in management yielding control premiums at the expense of minority shareholders' interests, thereby harming the value of the company. On the other hand, under certain conditions, the dual-class structure can ease management's myopic behavior which stemmed from the short-term market performance pressure, provide high-powered incentives for long-term projects such as firm-specific human capital and innovation, which in turn may increase the long-term value of the company and realize its growth potential. (3) A contingency perspective is beneficial to clarify the boundary of the institutional effects of the dual-class structure. Contingencies such as managerial personal characteristics, enterprise characteristics, industry attributes and state institutions play a vital role in moderating the aforementioned institutional effects of the dual-class structure. (4) Although associated with a natural agency conflicts, the dual-class structure may be a kind of rational and efficient corporate governance mechanism for firms with a focus on the long-term corporate value, the high growth perspective, and the low internal agency costs. As the Chinese idiom says, oranges change with their environment. The institutional effects of the dual-class structure are complicated. We cannot think of the dual-class as a"good" or "bad" governance structure in a one-size-fits-all manner. We need to understand this unique corporate governance structure from a contingency perspective. These findings contribute to the extant literature in three ways. First, this article provides a thorough literature review of the foreign dual-class structure research, which is conducive to the promotion of deep understanding of the dual-class structure. Second, from a contingency perspective, we analyze the institutional effects of the dual-class structure, and identify the boundary conditions of these effects, which not only coordinate inconsistent and even contradictory research conclusions and remark about the dual-class structure in the literature, but also provide companies which intend to apply this governance mechanism with more specific and concrete border frameworks for implementing the dual-class structure in practice. Third, we propose the possible future research directions of the dual-class structure in terms of pre-factors, mechanisms and boundary conditions, and empirical research methods.
