Merger And Acquisition Risk Of Listed Companies Without Actual Controller In A-share Market

Since July 2016,the a-share market has been quietly causing A stir of capital game,which is the annual drama of the capital market,"the management team of vanke and the equity of baoneng".The game is the 2016 capital market annual drama,and as time goes by,its tortuous battle has ended with the end of the shareholders’ meeting in June.But vanke’s equity fight has had a profound impact on capital markets."Vanke battle",has brought the capital market raises by writing this paper,on the day of being A shares listed on the actual control of listed companies are often encounter all kinds of capital raising the phenomenon of acquisition,it puts forward new requirements for corporate governance and the height.According to the data,although the number of listed companies without actual control is decreasing year by year,there will be a large number of them for a long time to come.And as the country pushes ahead with "mixed ownership reform",it will further increase the number of listed companies without actual control.The "yunnan baiyao" was completed last year.With the continuous development of the economy and the changing market,it is very difficult to predict whether there will be a large-scale increase in the number of listed companies at a certain stage without actual control.At the same time,China is at an important stage of economic development.Therefore,mergers and acquisitions will remain an important way for most enterprises to realize their extended growth for a long time.Based on the perspective of the unreal control,this paper focuses on the analysis of the two situations as the merger and the merger.Through the search and filter data,adopt A market place in 2016 "Wan Baozhi struggle" for the case analysis,the results found that the a-share market has no actual control of listed companies,in mergers and acquisitions as the main body of mergers and acquisitions act,at various stages in the process of mergers and acquisitions are faced with different risks of mergers and acquisitions.Each want to obtain its m&a behavior motivation,strategy to achieve maximum interest and success,both need to mergers and acquisitions activity in eachlink is used to identify the effectiveness of risk,and effective prevention and control of implementation,in the process of m&a timely adjust related policies,may realize the best efficiency of the acquisition process.As the subject of the merger,it is easy to be the target of the capital market due to the high dispersion of its equity.It is particularly easy to provide the opportunity for hostile takeover.Through to our country’s current laws,regulation and other regulations,the listed company in the use of anti-takeover strategy measures when the hostile takeover,because there is derived from the regulators of the relevant provisions to file legal disputes,so as to improve the actual control of listed companies is the risk of a hostile takeover.By vanke equity dispute case analysis shows that,at present in our country’s existing laws and regulations allow range,no actual control of listed companies,to fundamentally hostile takeover prevention by capital,by his stake to 51% share,to change its state without actual controllers,are the most effective solution.