Abstract: Vertical interlock refers to the senior executives of a listed company who have served as senior executives or had experience in senior management positions in controlling shareholder units. In existing literature, scholars have paid more attention to the impact of horizontal association behaviors of executives such as chain directors on companies, and have paid less attention to the common phenomenon of vertical association among executives in companies. Although at the policy level, the China Securities Regulatory Commission (CSRC) proposed the requirements of “three separations” and “five separations” in 1999 and 2001, strictly controlling the appointment of executives in controlling shareholder units at the same time, due to the lack of specific punishment measures, the actual impact is limited. Therefore, the vertical interlock still exists in Chinese listed companies. In theory, on the one hand, controlling shareholders can alleviate the first type of agency conflict with management through vertical interlock, fully exerting their “supervisory effect” on executives and having a positive impact on corporate value. On the other hand, vertical interlock stimulates controlling shareholders to exert a “tunnel effect”, infringing on the interests of small and medium-sized shareholders and damaging the company’s value. Based on this, whether the vertical interlock exacerbates the encroachment of major shareholders on minority shareholders or enhances the supervision of management is an important issue in the direction of corporate governance. The article enriches the research results of vertical interlock and has important practical significance for improving the governance level of listed companies. This result also provides certain reference value for the introduction of a new governance mechanism of cumulative voting system and future dual equity by regulatory authorities in China.
   This article takes A-share listed companies in China’s Shanghai and Shenzhen stock markets from 2004 to 2019 as samples, uses text analysis methods, and manually matches the resumes of executives published by CSMAR with the database of related companies to further calculate the proportion of vertical interlock in listed companies. Vertical interlock is further subdivided into direct and indirect associations, chairman vertical associations and general manager vertical associations, and the economic consequences of executive vertical associations are studied in depth. With Stata 15.0 software for analysis, this article uses a Two Way FE panel regression model that controls sectors and years, while eliminating endogeneity using the Heckman two-stage method and instrumental variable method.
   The research has found that there is a significant negative correlation between vertical interlock and corporate value. The mechanism test results indicate that the vertical interlock increases the likelihood of related party transactions and fund occupation behavior in listed companies, producing a “tunnel effect” by intensifying the tunneling of major shareholders. The further research shows that the negative correlation between vertical interlock and corporate value is more pronounced in non-state-owned enterprises, enterprises with low levels of information disclosure, and enterprises with poor legal environments in their respective regions. Moreover, companies with direct vertical interlock and vertical chairman interlock often exhibit lower corporate value.

Key words: controlling shareholder, vertical interlock, tunnel, firm value

摘要： 高管纵向关联是加剧了大股东对小股东的利益侵占还是增强了对管理层的监督,是公司治理方向的一个重要问题。以 2004—2019年上市公司为样本,手工整理了关联高管的详细信息。研究发现,高管纵向关联与企业价值呈显著负相关关系。机制检验结果表明,高管纵向关联通过加剧大股东掏空发挥了“隧道效应”。进一步研究显示,高管纵向关联与企业价值的负相关性在非国有企业、信息披露程度低的企业以及所处地区法律环境差的企业中更为明显;并且,存在高管直接纵向关联以及董事长纵向关联的公司往往表现出更低的企业价值。文章丰富了纵向关联高管的研究成果,对于提升上市公司治理水平具有重要实践意义。

关键词: 控股股东, 高管纵向关联, 大股东掏空, 企业价值