“边缘性企业”是介于市场化与一体化运作之间的一种特殊企业。其实质是“内部人控制”的“外部化,”即以提高母体“内部人”的局部福利为目的,由母体在母体之外依法设立,其核心经营资源完全或部分地脱胎于母体,其剩余控制权与索取权基本上配给母体“内部人”。这种企业的形成是渐进式改革、企业治理上的“内部人控制”、利益相关者的政策与业务支持等支持性因子和局部福利的负外部性、超“零界点”的改革打压、企业自身的非独立性等限制性因子共同作用的结果,其衍化动因主要有公共提供制度改革的缺陷、产权公有化的程度高、对母体的集团式控制和对剩余索取权的过分追求等。由于它对公平的市场竞争环境造成了明显的破坏,因而必须予以治理。 “Marginal enterprise” is a special enterprise between marketization and integrated operation. Its essence is the “externalization” of “internal control”, that is, to improve the local people’s internal welfare for the purpose of the parent by the mother in accordance with the law set up, its core operating resources completely or partially born in the mother, its The remaining control and claim are basically allocated to the “insider” of the mother. The formation of such enterprises is a gradual reform, corporate governance “insider control”, stakeholders’ policies and business support and other supporting factors and the negative externalities of the local welfare, super “zero point” reform suppression, As a result of the combination of restrictive factors such as the independency of the enterprise itself, the main motivation for its derivation is the flaws in the public provision system reform, the high degree of public ownership of property rights, the group control of the parent and excessive pursuit of the residual claim. It has to be governed because of its obvious disruption to a fair market competition environment.