Research On Anti Takeover Of Listed Companies In China

With the improvement of the capital market,there are more and more mergers and acquisitions among enterprises.Generally speaking,acquisitions in the international regulatory markets are mainly aimed at achieving integrating resources,reducing costs and improving efficiency.However,many acquisitions and restructures in Chinese securities markets are pretty different.Most of them are that poorly performing listed companies acquire high-quality enterprises in order to achieve so-called backdoor listing or disguised shell-to-shell listing.Therefore,the number of anti-takeover cases are rising.Anti-takeover measures are taken mainly by listed companies when they have better performance and are going to be merged and acquired by other poorly performing firms,which is essentially the competitions for ownership and control of the target companies.As Chinese capital markets entered the post equity split era,full circulation has facilitated asset restructuring through equity changes.For example,the Vanke's control dispute that took place in the second half of 2015 is another type of acquisitions that has just emerged in recent years.This kind of acquisition is that some non-listed group companies with diversified operations,merits of capital operation,high debt leverage and low transparency want to control listed companies with good business conditions by borrowing and social capital,which rapidly drew attentions from the general publics on the battle for Vanke's control rights.At the same time,many problems are exposed in this acquisition.Firstly,the dispute over the control of Vanke triggered a wide-ranging debate about the use boundary of insurance funds and leveraged funds and exposed issues such as the use of insurance funds,the laws and regulations about acquiring listed companies and the loopholes in separate supervision.Moreover,it also sparked a discussion about corporate governance structure,which reflected problems in the governance of listed companies and delays to take antitakeover measures and so on.This paper,first of all,analyses the domestic and foreign scholars' research on the motivation and strategies of anti-takeover,and then,from the perspective of antitakeover,analyses the case that Vanke took anti-takeover action to resist Baoneng group based on the case background and relevant financial data.Secondly,this paper mainly takes the motivation theories and strategy theories of anti-takeover as the starting point,and then introduces the background of each participant in combination with relevant financial indicators and elaborates the whole case process.After that,it analyses the motivation of Baoneng's acquisition of Vanke and the reasons for Vanke's measures to against the hostile acquisition and points out the problems in Vanke's anti-acquisition.Finally,the revelation of Vanke's control dispute and the suggestion of the company's anti-acquisition from this acquisition case are shown at the end of this paper.Through the analysis of Vanke's control dispute,the conclusions are drawn that listed companies shouldn't only be the tools used by major shareholders and they should be really owned by all the shareholders.So minor shareholders' interests should be protected well especially during the anti-takeover process.Besides,independent directors are not “vase”.They should be entitled to independent rights and fulfil their function individually.Meanwhile,the regulatory authorities also need to standardize methods of information disclosure and fund organization,crack down on insider trading and behaviors of manipulating markets,improve relevant laws and regulations,and provide legal protection for anti-acquisition.Finally,I hope that the research in this paper can provide some reference for the anti-acquisition of listed companies.