中国某些上市公司为所欲为,鱼肉股民,不严惩不足以平民愤。在严惩作恶者的同时,也要研究产生这些作恶者的制度基础。本文的基本观点是:国有股“一股独大”是上市公司种种弊端的重要制度根源。国有股一股独大,在实际运行中表现为关键人“一人独大”。这些人既不是所有者,原本也不是企业家,无论是产权激励还是个人能力,都难以保证这些人对广大中小股东负责。如果再加上这些人的道德水准低下,广大中小股东只好等着倒霉。如果上市公司没有大股东,股权极度分散,则公司的治理特征是,由一股 Some listed companies in China do whatever they want, fish investors, not severely punished civilians angry. While severely punishing those who are evil, we must also study the institutional basis for these evil people. The basic idea of ​​this article is that the state-owned shares “dominate alone” is an important institutional root cause of the drawbacks of listed companies. State-owned shares dominance, in the actual operation of the performance of the key people “alone dominance.” These people are neither owners, nor entrepreneurs at all. It is difficult to guarantee that these people are responsible to the majority of small and medium-sized shareholders whether they are property rights incentives or personal capabilities. If coupled with the low moral standards of these people, the majority of minority shareholders had to wait for bad luck. If there is no major shareholder of listed companies, the shareholding is extremely dispersed, the company’s governance is characterized by a