| With the development of China’s capital market and modern corporate system,many problems of corporate governance that have not been paid attention to or have no time to pay attention to in the past are increasingly exposed.As a common means for enterprises to optimize the allocation of market economy cost and promote the effective integration of enterprise capital,M &A plays an important role in the transaction activities of capital market.The simple arrangement of M &A shows that the number and scale of related M&a account for a large proportion in the total amount of M &A,and such transactions are often accompanied by high premium.In recent years,due to the frequent "thunder" phenomenon of goodwill after high premium M &A,the potential hidden benefit transfer involved in M &A transactions among enterprises has attracted more and more attention from the market and many scholars.China’s "company law" has formulated a lot of relevant laws and regulations to restrict related party transactions,restrict the transfer of interests of major shareholders,and improve internal checks and balances.Its purpose is to restrict such transfer of interests.However,the path of interest transmission is diversified and the formulation of laws and regulations lags behind,so these laws and regulations can only reduce such behavior,and can not fundamentally eliminate such problems.Western scholars have done a lot of research,but most of them are based on the market economy system of capitalist countries.However,there are some particularities in the ownership structure and the relationship with the government of Listed Companies in China.It is of great significance to conduct more in-depth and more targeted research and Analysis on them.Based on the principal-agent theory,information asymmetry theory and control income theory,this paper analyzes the behavior and motivation of large shareholders’ interest transmission.At the same time,this paper selects the case of chengdi’s affiliated merger and acquisition of Xiangjiang technology,and uses the method of case study to analyze a series of interest transmission based on the affiliated merger and acquisition Sending behavior.Taking the related merger and acquisition as the central point,this paper makes a more in-depth and detailed analysis on the motivation and specific path of the major shareholders’ interest transmission,and then studies the possibility that the major shareholders of chengdi shares can use this transaction to carry out interest transmission.Through research and analysis,this paper finds that,compared with other common interest transmission paths,the interest transmission involved in related merger and acquisition is more hidden,the means are more diverse,and the business activities involved are more extensive.Therefore,in practice,related merger and acquisition is often easier to become the preferred path for major shareholders to implement such improper behaviors.In addition to the lack of external environment such as regulatory environment and legal environment,there are also many problems in the internal governance structure of chengdi joint-stock enterprises,such as the excessive power of the controlling shareholders,the lack of internal mechanism to restrict them,the virtual existence of directors,supervisors and so on.It also promotes the large shareholders to trade with the related parties on the basis of the merger and acquisition activities of listed companies,so as to seek profits Self interest income is an important factor. |
