中文摘要：

高管合谋是大股东掏空得以实现的必要环节，但高管是否愿意和大股东合谋取决于两个重要条件：大股东的控股程度与高管报酬契约。现有关于掏空的研究很少涉及高管合谋与合谋条件。理论分析发现大股东控股程度较低时对高管控制力度不够，需要高管合谋配合才能实现掏空。当大股东控股程度达到一定水平时，不再需要高管合谋。为达成合谋，大股东设计的报酬契约削弱了薪酬与业绩的敏感性。股权激励使高管成为股东，为抵制合谋提供内在动力。进一步的实证研究发现：当大股东持股水平较低时，掏空需要高管参与。为此，大股东对报酬契约进行了特殊设计：一方面给予合谋的高管更多薪酬，同时削弱薪酬业绩的敏感性，由此减轻高管因掏空损害业绩导致的薪酬损失；另一方面用隐性契约替代显性契约，给予高管更多在职消费，以隐性收入方式分享合谋租金。此外，高管持股不能抑制大股东掏空行为。与以往研究不同，本文发现只有在需要高管合谋的情况下大股东才有削弱薪酬业绩敏感性的动机。

英文摘要：

The participation of senior managers in collusion is the necessary link for the tunneling of large shareholders. However, whether executives are willing to collude with large shareholders depends on two important conditions： the proportion of controlling shareholders and executive compensation contracts. There are few researches on tunneling in the present study, which involve collusion of executives and the collusion conditions. Theoretical analysis shows that when the shareholding ratio is low, the controlling power of the large shareholders is not enough, so it is necessary to collude with the executives to achieve tunneling. When the shareholding ratio reaches a certain level, it is not necessary to collude with executives. In order to promote the formation of collusion, the compensation contracts designed by large shareholders weaken the pay-performance sensitivity. Equity incentive makes executives to be shareholders, which provides intrinsic motivation to resist collusion. Subsequently, further empirical test indicates that, when the shareholding ratio is lower, the tunneling behavior needs executives to cooperate for controlling shareholder. In order to realize the collusion behavior, the compensation contract is designed. On the one hand, executives are paid more salary, and the pay-performance sensitivity is weakened, thereby reducing the losses of executive compensation caused by the decline in performance resulting from tunneling. On the other hand, implicit contracts are used to replace explicit contracts, and the executives are given more perks and share the collusion rents through hidden income. In addition, corporate executives＇ shareholding cannot suppress the tunneling behavior of large shareholders. Different from previous studies, this paper finds that only in the case of the need for collusion, the large shareholders have the motive for weakening the pay-performance sensitivity.