Listed Companies In The Private Placement Issue Of Transfer Of Benefits

Split share structure reform after the private placement because the review process is simple, low information disclosure requirements, issuance and low cost, and gradually prevailed in the capital market,and become the mainstream way of equity refinancing. Not only that, but also to introduce strategic investors private placement, absorb good assets, and strengthen control of the controlling shareholders, the long-term interests of the development of enterprises play a synergistic effect. However, due to imperfect capital market information asymmetry and China’s securities legal system, in most cases, the private placement of listed companies become shareholders were tools transfer of benefits.Bank of Beijing in April 2011--2012 March multi-year private placement event, it was the presence of minority shareholders questioned the transfer of benefits, harm the interests of the minority shareholders too. As China’s largest city commercial bank, Bank of Beijing in the capital is very strong case suddenly proposed private placement of 11.8 billion to replenish its core capital, the enormous size of the financing,combined financing process exists issue price is too low, a large former private placement reduction of shareholders after the placement of high dividends and other series of phenomena, the private placement of Bank of Beijing has aroused strong resistance from the majority of the minority shareholders, in the case of Internet voting only 200 million shares, against the votes as high as 160 million shares, But minority shareholders is weak, unable to prevent the private placement. Based on the data and information to the Bank of Beijing before and after placement on the line collation and analysis, the use of case studies,quantitative analysis and qualitative analysis and comparative analysis and trend analysis, and other methods Combination its research, analyzes this orientation issuance is reasonable, whether the interests of transport behavior exists. Finally, the case of listed companies to reveal at this stage imperfect laws and regulatory loopholes in the premise, the major shareholder through private placement behavior is how to achieve the purpose of transfer of benefits, and make policy recommendations.By analyzing the case, we draw the following conclusions: Bank of Beijing in the absence of an urgent need for financing private placement, Beijing issued by manipulating the timing of the bank’s management,control pricing reference date, earnings management behavior before release, after the issuance of high dividends and other means to achieve the transfer of benefits to large shareholders of listed companies,greatly against the interests of minority shareholders.Contribution of this paper is to analyze the way the case of transfer of benefits specifically presented, to analyze its economic consequences, it is possible to lay the foundation for further study in the future, it is possible to provide a reference for normative behavior of the private placement for small investors investment behavior reference. At the same time, it is possible to enrich private placement of assets into the case studies in the field. But because the author is limited and energy to explore the behavior of the private placement after placement not cover whether it has a synergistic effect to explore, so they conduct private placement to provide for future research direction.