一、引言定向增发,又称非公开发行股票,是指上市公司采用非公开形式,向不超过10名特定的对象发行股票募集资金的融资行为,实际上就是海外常见的私募发行行为。自2006年起,定向增发已成为我国上市公司股权再融资的最主要方式。然而,自我国股票市场兴起以来,上市公司控股股东的利益输送行为一直就是我国资本市场发展过程中的顽疾。 I. Introduction Private placement, also known as non-public offering of stocks, refers to the financing behavior of listed companies adopting non-public forms to issue shares to no more than 10 specific targets to raise funds. In fact, they are common overseas private placement activities. Since 2006, private placement has become the most important way of refinancing of listed companies in China. However, since the rise of the stock market in our country, the transfer of interests of the controlling shareholders of listed companies has always been a stubborn illness in the development of China’s capital market.