| M&A among related parties had been an important way for controlling shareholders to expropriate from listed companies. Based on the research conducted by the scholars at home and abroad, considering the unique background of China, the motives of controlling shareholders, the influence of government intervention, and the comprehensive evaluation of tunneling M&A were discussed in this paper.The paper was divided into seven chapters, including:Chapter I:Introduction, it's started from three typical problem of Chinese capital market to define the research objects as M&A between the listed companies and their related parties. Then a brief overview of the paper, including the purpose, content and framework, improvements and innovations was given.ChapterⅡ:The research status at home and abroad, including the motivation, performance and intervention by the government were discussed at first. Based on this, "tunneling" and "propping" as motivation, short-term and long-term performance and government intervention were combined together to form the basic structure of the paper. In order to support the main hypothesis in Chapter IV, based on the typical Chinese background, the counterbalance of stock rights were added to LLSV model to build a new one. Then two basic conclusions were gained here, which means the more government intervene, the more serious tunneling M&A would be; the shareholding ratio of stockholders and the extent of tunneling presented a "U"-type relation.Chapter III:Regulation background and main approaches to expropriate by M&A among related parties were clarified by case study. The burden and model of state-owned enterprise reformation had created opportunites, undue intervention, ignoring or supporting of local government had aggravated this behavior, while the defective of regulatory system had saved more space for expropriation. Three typical cases were chosen to analyzed three main approaches, which are acquisition of stockholders' assets by high-price, by reducing the debt and transformation of core business asstes.ChapterⅣ:It's the core part of this paper. The motivation controlling shareholders launched M&A among related parties, the influence of the government intervention, and other related factors were discussed thoroughly in this chapter. The conclusions are:1.The higher of shareholding ratio of stockholders, the more possibilities that M&A for tunneling would happen; 2. Local government may intervene M&A by the pressure of performance and promotion, but this will accelerate expropriation intead of controlling; 3. When it's turned to coporate governance, we discovered that separation of chairman and CEO, the size of the board of supervisors, and the propotion of independent directors had played an obvious inhibition role; 4.Among other factors, liabilities and regulatory environment were also considered as related ones.ChapterⅤ:Market reaction to this kind of M&A was analyzed here. By invent study, the result showed that the capital market had the ability to identify the expropriation automatically, but insider information may leak beforehand for the interests of insiders.ChapterⅥ:Long-term performance was analyzed in this chapter. Two indicators, which can represent the financial status and market value in the long run, were calculated. The results showed that tunneling ones did have a respectively worse performance as expected, and propping ones had similar performance in the long run.ChapterⅦ:The main points gained by the whole study were summarized in this chapter, some useful insights for securities market of China were made, and shortcomings of the paper such as substitution variables and chosed sample were pointed out at last. |
PDF Full Text Request