| Under the background of world economic integration,the fifth wave of mergers and acquisitions occurred in the world economic market.As Chinese companies continue to deepen the reform of the stock ownership system and keep up with the developed countries,China’s listed companies’ M&A activity has become more frequent.Since the occurrence of the first M&A case in China in 1993,the operation of M&A capital has been gradually known by people.Since the subprime mortgage crisis in 2007,China’s economic growth has been sluggish.In order to stimulate economic vitality,relevant financial regulatory authorities have relaxed the supervision of all kinds of capital entering the stock market,coupled with the emergence of financial leverage,enabling companies to raise large amounts of money in the short term.M & A funds have become increasingly fierce in recent years.Mergers and acquisitions activities include both goodwill mergers and acquisitions in advance of negotiating mergers and acquisitions with the acquired party,and malicious acquisitions that obtain control of the company through violence.This article is based on VANKE’s objection to malicious acquisitions to discuss the study against malicious acquisitions.Bao Wan’s dispute used a powerful capital market to carry out malicious acquisitions on VANKE.The dispute over the shareholding between BAO and Wanwan is essentially a dispute over the control of the management.It arises from the first type of principal-agent relationship in the process of corporate governance-the principal-agent relationship between shareholders and management.VANKE’s shareholdings are very fragmented.Management’s control and shareholder ownership are separated.This led to the fierce battle for control between Baoneng and VANKE,which involved the game between control and ownership in corporate governance.From the beginning of 2015,the two-year-long battle between Bao and Wan finally ended due to the participation of the Shenzhen Metro.This case raised concerns about the stability of the control of listed companies in China.This paper first elaborates on the background and research significance of the case,then introduces the key concepts of good intention acquisition and malicious acquisition,and then elaborates on the principal-agent theory,the stakeholder theory,and the combination with the case study.On the basis of the theoretical basis,they also combed the research process and research content of malicious acquisitions in domestic and foreign literature.Then the case was introduced and analyzed in-depth.The case presentation included case analysis of the case,the introduction of the Baoneng Department,the introduction of VANKE,and the whole story of the dispute of Bao Wan.Based on the case presentation,the internal and external causes of VANKE’s malicious acquisitions were analyzed.Next is to discuss the impact of malicious mergers and acquisitions on VANKE,including---.Eventually,the inquiry into the countermeasures against listed companies after the adoption of preventive measures against malicious acquisitions and malicious takeovers.Listed companies can learn from this classic case and raise awareness of malicious acquisitions before malicious takeovers,quickly identify malicious takeovers and make reasonable arrangements in the company’s articles of association,shareholding structure,etc.,and consciously prevent the occurrence of malicious takeovers.After malicious takeovers take place,companies can take appropriate measures against malicious takeovers from increasing the cost of mergers and acquisitions,lawsuits,seeking outside help,and reducing the potential gains of mergers and acquisitions. |
