Mergers And Acquisitions Of Listed Companies And Tunneling Of Large Shareholders

Merger and acquisition and reorganization have long been the focus of attention in capital market.The development of capital market is a process of continuous M&A and reorganization.Relative concentration of equity of Listed Companies in China makes domestic listed companies more likely to face excessive control of large shareholders in the process of M&A and reorganization,and have more space to carry out a series of actions that encroach on the wealth of small and medium shareholders.Especially in the situation that China's economic transformation has not yet been realized and its legal system is not perfect,M&A and reorganization based on tunneling motive deserve special attention.Therefore,the analysis of the causes of large shareholders' unneling behavior and governance measures is of great theoretical significance for screening and preventing large shareholders' tunneling behavior and protecting the interests of small and medium shareholders.Revitalizing biochemical as a family enterprise has been facing the storm of management and delisting for a long time since listing,and has been punished by the SFC repeatedly.In the punishment report issued by the SFC,it is mentioned that the major shareholders of revitalizing biochemical encroach on the assets of listed companies,the behavior of interest transmission is clear,and the internal control of the company is almost invalid.At present,there are a lot of studies on the tunneling behavior of large shareholders from the perspective of ownership structure and executive behavior,but few studies on controlling shareholders' funds from the perspective of board of directors,board of supervisors and management.Internal control subjects play an important role in the tunneling process of large shareholders.Improving internal control is a solution to prevent large shareholders from tunneling out.Based on this,there are three problems in this paper.First,taking the example of the revitalization of the large shareholders of biochemical industry(through a number of completed and unfinished mergers and acquisitions and reorganization transactions)tunneling listed companies,and taking the relevant theory of internal control and internal control guidelines as the basis,this paper analyses how the large shareholders'tunneling behavior of listed companies originated from failure.Internal control environment?Secondly,based on the reasons for the tunneling behavior of major shareholders through mergers and acquisitions,how does revitalization biochemical improve its internal control environment after being restructured,and what is its basis?Thirdly,through this case study,how can it be helpful for the study of large shareholders'tunneling behavior?What are the inspirations and suggestions for the internal control or corporate governance of other listed companies?The research objectives and findings of this paper include:listed companies under the control of family enterprises are more likely to form a situation where the majority shareholders monopolize the board of directors,the board of supervisors and the management,thus almost losing the independence of senior managers.Listed companies controlled by the majority shareholders are easy to fall into a weak internal control environment.Shareholders use family to control listed companies,through related party transactions to carry out capital replacement,loan guarantees and other operations from the capital market cash,grab the interests of small and medium-sized shareholders.From the perspective of improvement,the acquisition target company in the process of tender offer can improve the profitability of the company through the anti-acquisition measures such as stripping of inferior assets,restructuring of major assets,suspension and rectification;the acquiring party can enhance communication with external investors;after the acquisition,the company's ownership structure,board structure and board of supervisors The structure has been optimized to help listed companies achieve long-term and healthy development.From the theoretical point of view,this paper studies the causes of the tunneling behavior of major shareholders through M&A and reorganization from the perspective of internal control subjects,which is helpful to strengthen internal control and guide the practice of internal control guidelines.From a practical point of view,on the one hand,it can guide company managers to rationally screen the tunneling behavior of major shareholders in M&A and restructuring and master the improvement methods;on the other hand,it can help enterprises to improve internal control and corporate governance.This paper combines the relevant theoretical basis of internal control with the case of revitalizing biochemical industry,analyses the root of the "big shareholders'tunneling"behavior in M&A and reorganization from the perspective of internal control,and draws inspiration from the research process of improving internal control,which can be used for reference for other companies to improve internal control and corporate governance.Righteousness.