| The company's control market is an important mechanism for the company's external governance.A good market for control can promote the competition and cooperation between managers and shareholders,and promote the development of enterprises.However,China's control market has not seen good results in the governance of listed companies.Competing for the two sides often fall into the chaotic situation.The root cause is the imperfection of China's acquisition and anti-acquisition legal system.In particular,anti-acquisition measures have no clear legal regulation.Anti-acquisition entities often use the system's omissions to conduct bottomless defenses and aggravate conflicts of interest.With the development of China's capital market,the control market will also become more market-oriented,and the competition for control will be normalized.Hostile takeover is an important means for the control market to play the role of external governance.Effective hostile takeovers can improve corporate governance,and the positive effect of anti-acquisition is to counter the real “hostile takeover”.In China's capital market,because of the imperfection of the legal system,the anti-acquisition of the target company is always for the purpose of protecting the interests of the controlling shareholder or the board of directors,hindering the effectiveness of the external governance of the control market,and the interests of the minority shareholders are also violated.Therefore,it is necessary to improve the regulatory system of acquisition and anti-acquisition,rely on the force of law to regulate competition,reduce the dog-blood plot of control rights contest,and promote the efficiency of the control market.The case of Zhenxing Biochemical&Chemical Company control rights contest is the first case in China's capital market to successfully obtain control rights of listed companies by public tender offer.During the tender offer,the defensive side took a series of measures to resist the acquisition: Trading Halts for major assets restructuring,prosecution of the purchaser,introduction of “white knight”,etc.,the anti-acquisition process gathered the various anti-hostile manifestations.Therefore,based on this case,this paper based on the perspective of hostile takeover and anti-acquisition,firstly sorts out relevant research literature at home and abroad,summarizes the research conclusions,learns from the research ideas,and secondly,reviews the whole process of control rights contest to clarify the venationof the incident.Thirdly,this paper analyse the motivations of the control rights contest and the impact of the competition of control rights,and found that:(1)with the imperfection of tender offer rules,the tender offer party often falls into the acquisition dilemma,(2)the anti-acquisition measures lack legal regulation,the defensive party abuses the anti-acquisition measures to hinder the operation of the control market,(3)The decision-making power of the anti-acquisition measures is unknown,so the major shareholders use the advantages of power and information to infringe the basic rights and interests of the minority shareholders,(4)the supervision of information disclosure is not strict,so the suspension for major asset restructuring is abused for resisting the acquisition.Finally,based on the conclusions of the case study,suggestions are made for improving legal systems,regulating acquisitions and anti-acquisition behaviors,in order to provide more standardized guidance for more control rights contest. |
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