Research On The Behavior Of Large Shareholder Tunnels In The Process Of M & A

It has been in the event of the integration of enterprise resources between the activities is the acquisition. In the developed western capital market, has experienced five times the merger and acquisition revolution. China’s capital market has experienced rapid development in the past thirty years, there have been many mergers and acquisitions. With the further development of the market economy, "mergers and acquisitions" this topic have been paid more and more attention in the circles of theory and practice, because of mergers and acquisitions is the company that controls the resources integration, the formation process of a new enterprise. This provides a convenient condition for the company’s major shareholders tunneling behavior.According to Ningxia Dayuan shares, using case analysis method analysis the major shareholders of Listed Companies in China way and method for transfer of benefits, and from the angle of corporate governance and external audit, perfect to limit the tunneling behavior of controlling shareholders of discussion. This study found that tunneling is the major shareholders to seize the interests of their own, to transfer interest by minority slder interests because of class; and minority shareholders, so the interests of minority shareholders to transfer from the behavior of large shareholders, and will not affect the company’s profit and loss in the report; the first is to transfer assets through the association, second is a good image by using its own listing Corporation for the huge bank loans for Associate Company third is the guarantee, in the capital market on the share price, the stock price artificially high after the divestment.The paper then leads to some measures. Through these measures may in a certain extent limits major shareholders for their own interests and the interests of the transfer behavior, including the following:the first is to improve the external M & a market, the second is strengthen external audit’s independence, the third is for equity checks and balances, especially in the listed companies disclosure and securities civil litigation by prior disclosure as a wake-up call to the minority shareholders and the market, and subsequent punishment to strengthen deterrence. Only through these ways can we better regulate the securities market.