Study On The Protection Of Minority Shareholders From The Perspective Of Related M&A

In recent years, with the market economy developing,the listing Corporation becomes more and more important in the market economy. Since the reform of non tradable shares, private placement has gradually become one of China’s capital market is an important way of equity refinancing of the listing Corporation. China’s listing Corporation in the related acquisition of suspected transfer of benefits occur frequently, the domestic scholars also pointed out that the main means of mergers and acquisitions association has become China’s listing Corporation shareholders ‘tunneling’.The related party merger and directional issuance of combination is recently popular transfer of benefits of new channels, including private placement and two-stage process of mergers and acquisitions, is a "double of the related party transactions, in the buying and selling process, small and medium-sized shareholders encroached double, also became a big shareholders tunneling listed companies to seize the benefits of an important means.It is worth noticing that, China’s capital market is still not perfect, laws and regulations to protect the rights of minority shareholders is not perfect, the market mechanism to restrict the behavior of large shareholders is also a lack of effectiveness. Due to the widespread phenomenon of one share alone, the agency problem between large shareholders and small shareholders is particularly serious, which also caused the more and more directed through the issuance of asset injection process hidden listed companies to shareholders of transfer of benefits of the chain.This study found that the orientation of major shareholders under the auspices of the issuance of all possible transfer of benefits in theory and practice. In the process of the merger and acquisition of association, the use of in the process of the private placement, for additional price depression and assessment in the process of mergers and acquisitions value false, the mergers and acquisitions to become large shareholders from the listed company to the of transfer of benefits.Through the study of this issue, in theory, can reveal the listing Corporation placement benefits transfer process and way of association in mergers and acquisitions, private placement related acquisitions rich interpretation theory. In practice, for regulators to improve the placement to acquire and provide a theoretical basis for the controlling shareholder assets system.