Corporate Governance,blockholders Tunneling And Protection Of Small Investors

Based on the case of the tunneling enterprise of Baoqianli's blockholder,this paper examines how the blockholder of Baoqianli first "supports" the development of the enterprise and then "tunnel" the enterprise.After analyzing the tunneling behavior of blockholder,it is caused by the defects of the corporate governance mechanism of the enterprise.The blockholder modify the company s articles of association,increase the rights of the board of directors,use their own control rights and collusion with the management to squeeze the enterprise step by step.Since the listing of the backdoor,the major shareholders first injected blood into the company,diluted their own shares,and used the advantages of the shell resources to issue additional shares and issue bonds to raise funds for the company.After this series of"support",it is convenient to use control rights to gain control income,and to tunnel the company through unreasonable foreign investment,illegal guarantees,related party transactions,and pledge of equity.The study found that:(1)the blockholder has the bad behavior of first injecting blood into the enterprise and then tunnel the enterprise;(2)after the backdoor listing,the enterprise can use the advantages of the shell resources to obtain financing,such as private placement of shares,issuance of bonds,etc.The secondary market circled money,expanded the scale of assets,and further obtained financing by means of non-compliance guarantees and asset collaterals,forming a bubble expansion;(3)Separation of control rights and residual claims,accelerating the use of control rights by blockholder The motives of tunneling enterprises,the use of improper foreign investment,related party transactions,equity pledges,etc.,tunneling enterprises rely on shell resources for financing;(4)due to external regulatory loopholes and the idea of small and medium-sized shareholders hitchhiking,Listed companies use "concept stocks" to speculate on shell resources,and it is difficult to contain the loopbacks of tunneling enterprises.Enterprises can speculate on the market with little cost.Blockholder can get rid of high amounts by diluting very few shares.Debt,these losses are eventually transferred to small and medium shareholders;(5)the corporate governance structure of listed companies,for management The incentive and restraint mechanism of shareholders still needs to be improved,especially the agency problem caused by the conflict of interest between major shareholders and small and medium shareholders,which is also the main problem that should be solved at present;(6)the loopholes in the management and system of the regulatory authorities are the major shareholders.The tunneling provides an opportunity for the major shareholders to arbitrarily encircle the money without paying the corresponding price,which makes the investor's confidence insufficient and undermines market fairness and stability.This paper analyzes the reasons for the large shareholders' short selling enterprises from the following aspects:the advantages of backdoor listing and"concept stocks";the chasing of control by major shareholders;the internal defects of corporate governance:external defects of corporate governance.From the perspective of investor protection,the interests of Beijing Institute of Technology s Accounting Investor Protection Index and Luo s four dimensions of investor protection are used to analyze the economic consequences of large shareholders'short selling enterprises.This paper attempts to improve the corporate governance theory research behind the backdoor listing in China,and puts forward some suggestions for the financing advantages of the listed companies and the short selling of the major shareholders,which provides a certain reference for the corporate governance structure and the protection of small and medium investors.First,improve the defects of internal mechanisms from four aspects,strengthen the corporate governance structure adjustment,(1)the internal structure of the board of directors;(2)the compensation of executives and the stock market value to constrain and encourage executives;(3)rational layout of ownership structure(4)Strengthen financial information disclosure to improve information transparency.Secondly,improve the defects of the external mechanism from the following three aspects:(1)the active control market of the enterprise,strengthen the competitiveness of professional managers;(2)strengthen the legislation to focus on the protection of the rights and interests of small and medium investors;(3)improve the product market Competition.(4)carry out the registration system reform,ease the financing constraints of high-quality enterprises;(5)strengthen the quality education of investors themselves,and learn to identify risks.