Tunneling Of Major Shareholders In Listed Company Related M&A

In recent years,China's market economy has developed rapidly and various economic systems have been gradually improved.In the early 1990 s,with the establishment of the Shanghai Stock Exchange and the Shenzhen Stock Exchange,China's capital market was slowly on track.At the beginning of the establishment of China's securities market,the existence of tradable shares and non-tradable shares co-existed,which led to serious conflicts of interest between major non-tradable shareholders and minority shareholders.With the advancement of the split share structure reform,China's securities market has ushered in an era of full circulation.The conflict of interest between major shareholders and small and medium shareholders has been alleviated to some extent,but incidents of major shareholders hollowing out listed companies still occur.As China's capital market is becoming more mature and various regulatory systems are becoming more and more perfect,under the increasingly strict supervision,it has become more difficult for major shareholders,such as the direct occupation of listed company funds,to take advantage of hollowing out methods.An important channel for major shareholders of listed companies to hollow out.In recent years,many examples of listed companies' major shareholders using connected mergers and acquisitions to hollow out.Based on a review of the literature on major shareholder hollowing out and related mergers and acquisitions,this article analyzes the causes and methods of major shareholder hollowing out in listed companies' related mergers and acquisitions based on corporate governance,principal-agent,and control theory.This article analyzes the case of CVC funds hollowing out Zhuhai Zhongfu,analyzes the process of CVC funds using related party mergers and acquisitions,and clarifies the causes and methods of large shareholders using related party mergers to implement hollowing out.By analyzing the impact of major shareholder hollowing on listed companies,small and medium shareholders,and the capital market,it is helpful to understand the feedback of stakeholders on the major shareholder hollowing behavior,and then put forward effective policy recommendations.Through the study of the case of Zhuhai Zhongfu,this paper finds that the use of connected mergers and acquisitions by listed company major shareholders to hollow out has certain practical and theoretical significance.Therefore,connected mergers and acquisitions have become an important channel for listed company major shareholders to achieve hollowing out.In addition,the major shareholders of listed companies use related mergers and acquisitions to carry out hollowing out.There are relatively obvious characteristics.Merged and acquired companies often have poor performance or small development potential.Listed companies will also conspire with intermediaries to increase the value of the acquired company,thereby realizing the benefits.At the same time,in order to ensure the passing of merger and acquisition proposals,the major shareholders of listed companies often control the management of the company.In this case,the company's internal governance mechanism is difficult to play a role.Based on the above issues,this article puts forward some suggestions: First,improve the company's internal governance mechanism and suppress the self-interest behavior of major shareholders by increasing the decision-making power of the remaining shareholders in listed companies.The second is to improve the transparency of M & A information disclosure of listed companies so that the M & A behavior of listed companies can be effectively monitored by the market.The third is to strengthen the supervision of asset appraisal agencies and increase the penalty costs of asset appraisal agencies to ensure the quality of asset appraisal reports.