The Governance Role Of Institutional Investors In Merger And Acquisition

As a new force in the capital market,institutional investors are strongly supported by the government and warmly welcomed by enterprises.With the continuous development and growth of institutional investors,their professional investment team,huge capital scale and standardized management mode make them have more advantages than other small shareholders.In the big wave of mixed ownership reform in state-owned enterprises,institutional investors,as an important introduction object in the process of state-owned enterprise reform,should be given enough attention in its governance role.A large number of scholars have discussed the governance role of institutional investors in M & A,and some scholars believe that institutional investors do not play a governance role.This paper will analyze how institutional investors play a governance role in SOE M & a through specific cases.Different from the previous studies,this paper does not use the empirical analysis method which is widely used,but selects the case of Gree Electric's acquisition of Zhuhai Yinlong as the research carrier,and studies how institutional investors play a governance role in the acquisition of state-owned enterprises in the actual case? Under what circumstances can we play better? The innovation of this article lies in: this paper explores how institutional investors achieve the effectiveness of corporate governance,and pays attention to the governance environment of institutional investors,that is,the characteristics of the ownership structure of state-owned enterprises.This paper selects the typical case of Gree's acquisition of Yinlong as the research carrier,first introduces the general situation of the enterprise,the acquisition process and results,analyzes the governance problems existing in Gree Electric and the irrationality of the acquisition plan,then analyzes in detail the types,behaviors and mechanisms of institutional investors,as well as the impact on the company and small and medium-sized shareholders,and in-depth analyzes how institutional investors give full play to the effect of corporate governance in M & A.Finally,the conclusion is drawn: the rejection of this acquisition is mainly due to the active participation of institutional investors in governance.In this M & A activity,institutional investors participated in corporate governance by communicating with the management and voting with small and medium shareholders,vetoed the unreasonable acquisition financing proposal,and ultimately played an important role in protecting the follow-up operation of Gree Electric and the interests of small and medium shareholders.At the same time,it made up for the internal governance problems of Gree Electric and improved corporate governance.In the case,the important conditions for institutional investors to play a governance role include: decentralization of corporate equity structure,improvement of corporate voting system,diversification of institutional investors.To further improve its governance role,we can consider including institutional investors who have no interest collusion with the management into the board of directors.At last,this paper puts forward relevant suggestions for different subjects,mainly on the level of corporate merger and acquisition,supplemented by the level of government and institutional investors.The significance of this paper lies in: in the environment of mixed ownership reform,through the study of how institutional investors play a governance role in the merger and acquisition of state-owned enterprises,and under what environment institutional investors can be conducive to governance,the paper puts forward enlightenment for the introduction of institutional investors,the adjustment of equity structure and the establishment of the protection mechanism for small and medium-sized shareholders of state-owned enterprises;at the same time,it brings forward the governance of institutional investors It is also of practical significance for enterprises to choose investment objectives reasonably.