Research On The Tunneling Behavior Of Large Shareholders In The Continuous High Premium M&A Of Tianshen Entertainment

Under the background of economic globalization and informatization,China’s capital market is developing rapidly,and mergers and acquisitions and reorganizations play an important role in this development process.Reform dividend in 2014,the release of the environment and promote merger and reorganization policies introduced gradually,under the double stimulation of merger,acquisition and reorganization of Chinese capital market activity intensified,high premium,high performance commitment of "twin m&a",forming a become into my domestic capital market of merger,acquisition and reorganization of the "new normal".However,the result of the blind premium acquisition has resulted in the extremely high accumulation of"goodwill" on the statements of listed companies.By 2018,a large number of performance commitment periods were just expired in the merger and acquisition frenzy,and the performance commitment was not fulfilled one after another,leading to a large amount of goodwill impairment of listed companies in a short period of time,and some even directly led to the collapse of their share prices.However,insiders such as the major shareholders who should have been the most affected have already carried out arbitrage through the related transactions in the continuous merger and acquisition activities and the high reduction of their holdings,so as to empty the listed companies,extract the value of the listed companies with real money and silver,and cause great losses to the interests of minority shareholders.Based on the perspective of merger and acquisition arbitrage,the case analysis of this paper is mainly divided into the following two parts:Firstly,starting from the backdoor listing of tien shen entertainment in 2014,this paper analyzes and reveals the capital operation means of its main controlling shareholders.Summarized;Then,through the continuous m&a events of tien shen entertainment from 2015 to 2017 as the main line,a general analysis and summary is made on whether the actual quality of the merged assets matches the m&a valuation in major m&a events.At the same time,in order to ensure the rationality of the high valuation always given in the subject matter of merger and acquisition,the target enterprise also made the performance commitment of "sky-high price" which is not suitable with itself.,this article also at the same time,also analyzed at the end of the merger,the completion of the performance pledge for assets,main target,the first part is intended to illustrate the gods entertainment several mergers and acquisitions in the asset quality is not good,the future carrying very high risk of goodwill,as a whole participate in mergers and acquisitions of big shareholders such as insider has great may already know.Second,this paper makes an in-depth analysis and summary of the behaviors of insiders such as major shareholders who deliberately raise the stock price by taking advantage of the irrational sentiment of the stock market towards the concept of merger and acquisition,and then transfer the high-quality assets of listed companies by means of equity pledge,related transactions,and reduction of holdings,so as to drain the listed companies and ultimately make profits for themselves.To explain the contemporary still exist inside of the listed company level 3 right focuses on one problem of excessive concentration of equity,under the prominent question further illustrate,internal supervision mechanism also useless,combined with the external market regulation mechanism and goodwill follow-up measurement problem is still not perfect,to make the interests of the major shareholders of listed companies rent-seeking space increases,empty lead to listed companies,small and medium-sized shareholders’ rights to receive serious damage events are common.The significance of this study was to high premium,high performance of listed companies promise of mergers and acquisitions,does not necessarily have to buy good assets of signals,and possibly empty for major shareholders of the listed company provides convenient conditions,based on this put forward reasonable Suggestions from the aspects of internal governance and external policies,hope to protect the rights and interests of minority shareholders,to guarantee capital market healthy and vigorous development.This paper innovatively looks at the phenomenon of frequent "double high m&a" in the capital market from the perspective of merger arbitrage.What is the innovation point to explain that mergers and acquisitions with high premium and high performance commitment by listed companies do not necessarily have the signal of "buying good assets",and may provide certain convenience for major shareholders to empty listed companies.Based on this,this paper puts forward reasonable suggestions from the two aspects of internal governance and external policies,in the hope of protecting the rights and interests of minority shareholders and ensuring the steady and vigorous development of the capital market.