本文构建了一个小股东、控制股东和经理人之间的双层委托代理理论分析框架来分析我国上市公司中同时存在的两类代理问题:股东与经理人的利益冲突以及控制股东与小股东的利益冲突。在此基础上着重研究了控制股东掏空行为与公司股权结构及公司价值之间的关系。通过分析指出:(1)均衡状态下,公司的所有权集中程度由公司股东所受投资者法律保护程度决定。随着投资者法律保护程度的增加,小股东最优的投资数量也会增加,公司的所有权结构趋于更加分散。(2)在公司的现金流所有权结构确定的情况下,由股东和经理人之间的信息非对称性引起的股东和经理人之间的利益冲突会减少公司价值,使得控制股东和小股东的利益均受到损害。控制股东掏空资产收益的比例随着其自身现金流所有权的增加而减少,随着其控制权和所有权之间的分离程度而增加,随着投资者法律保护的增加而减少。(3)相对于公司中仅仅存在股东和经理人之间的利益冲突的情形,控制股东的掏空行为会进一步降低公司的价值,而且降低的程度会随着控制股东的控制权和所有权的分离程度的增加而增加。(4)当控制股东完全不能进行掏空时,即使小股东仍然面临由于公司中的第Ⅰ类代理问题引起的利益损害,但均衡时,由于控制股东和小股东之间不存在利益冲突,小股东仍然会将自己全部的财富委托给控制股东,此时公司的股权结构是极其分散的。这些结论得到许多实证研究结果的支持。 This paper constructs a two-tier principal-agent theoretical analysis framework between small shareholders, controlling shareholders and managers to analyze two types of agency problems that exist in listed companies in China: the conflict of interests between shareholders and managers, and the control shareholders and minority shareholders. Conflict of interest. On this basis, the relationship between controlling shareholder short-selling behavior and the company’s shareholding structure and company value was studied. Through analysis, it is pointed out that: (1) Under a state of equilibrium, the degree of ownership concentration of a company is determined by the degree of legal protection of the investors of the company’s shareholders. As the degree of legal protection of investors increases, the optimal amount of investment for minority shareholders will also increase, and the ownership structure of the company tends to be more decentralized. (2) In the case that the company’s cash flow ownership structure is determined, the conflict of interests between shareholders and managers caused by the information asymmetry between shareholders and managers will reduce the company’s value, making the controlling shareholders and minority shareholders All the benefits are compromised. The percentage of controlling shareholders’ short-selling assets decreases with the increase of their own cash flow ownership, increases with the degree of separation between their control rights and ownership, and decreases with the increase of investor protection. (3) As opposed to the situation where there is only a conflict of interest between the shareholders and the manager, the controlling shareholder’s short-sequence behavior will further reduce the value of the company, and the degree of reduction will separate with the controlling shareholder’s control and ownership. Increased in degree. (4) When the controlling shareholder is completely unable to short-sell, even if the minority shareholder still faces damages due to the Class I agency problem in the company, but when there is a balance, there is no conflict of interest between the controlling shareholder and the minority shareholder. The shareholders will still delegate all their wealth to the controlling shareholders, and the company’s ownership structure is extremely decentralized. These conclusions are supported by the results of many empirical studies.