Research On Motivation And Path Of Tunneling Behavior Of Large Shareholders Under Continuous High-premium M&A

After the global economy continues to develop and the market continues to reform,mergers and acquisitions are not only a common means to optimize the allocation of market economy resources,but also a common way to efficiently integrate corporate resources our country’s gradual promulgation of policies to encourage mergers and acquisitions and restructuring has led to a high level of enthusiasm for mergers and acquisitions in my country’s capital market.However,under the illusion of prosperity,there is no shortage of undesirable phenomena such as blindly high premiums and high performance commitments.Finally,news of high goodwill and thunder is also common.As my country’s relevant supervision and punishment system failed to keep up with the wave of mergers and acquisitions and reorganization in time,coupled with the defects in the internal control of each company,behind this is actually hidden the trend of the company’s internal major shareholders to use the market,through the devaluation of goodwill in high-premium mergers and acquisitions,Connected transactions,and cashing out of holdings,and other means to hollow out companies,and complete the transfer of benefits on the eve of the stock price collapse,thereby squeezing the interests of small and medium shareholders.Especially in continuous high-premium mergers and acquisitions,the intention of major shareholders to hollow out is often self-evident.It can be seen that mergers and acquisitions are not only a conveyor belt for the prosperity of the market economy,but also a knife edge for major shareholders to empty listed companies.Therefore,effectively curbing the negative impact of major shareholders’ emptying behavior should not be underestimated.The most important thing is to analyze mergers and acquisitions.Motivation and path of benefit transmission,sum up experience and make improvement actions from many aspects.This article selects LECRON SHARE that have been acquired at a high premium in the four consecutive years from 2015 to 2018 as an example to explore the motivation and path of the tunneling behavior of major shareholders in the continuous high-premium mergers and acquisitions.First,it analyzes the motivations of major shareholders to hollow out listed companies,such as pursuing personal gains and gaining control rights,for multiple high-premium mergers and acquisitions.Secondly,it discusses the path through which the transfer of benefits in high-premium mergers and acquisitions can occur continuously and frequently under the internal and external environmental conditions of the company,and discusses the economic consequences of the hollowing out from the aspects of financial performance and market effects.The results show that:(1)the tunneling behavior of continuous merger and acquisition by major shareholders infringes the rights and interests of minority shareholders;(2)Continuous merger and acquisition hollowing reduces the market value of LECRON SHARE and affects the company’s reputation;(3)The equity structure and governance structure of LECRON SHARE are unreasonable.Finally,the author summarizes the relevant conclusions and proposes recommendations for internal governance and external supervision to limit the suppression of major shareholder hollowing out in high-premium M&A cases and protect the interests of minority shareholders.