Research On The Collusive M&A And Hollowing Out Of Corporate Behavior Of Major Shareholders Of Company A

In China’s capital market,due to the general concentration of equity in listed companies,the phenomenon of major shareholders hollowing out companies often occurs,and the way of hollowing out is constantly emerging.In recent years,a more common approach has been for major shareholders to hollow out companies through high-premium mergers and acquisitions,which are hidden,difficult to detect and have serious consequences.Therefore,M&A restructuring based on hollowing out motives is particularly noteworthy.In this process,major shareholders usually plan the M&A plan in advance,and then carry out earnings management and hollow out the company in the later stage.In the M&A process,the two parties sharing the same accounting firm is called a shared auditor,which can effectively transfer information between the two parties,thereby improving the efficiency of the M&A and reducing the M&A premium,etc.,and play an active role.However,it is also possible that the majority shareholder may conspire with the shared auditor and the target major shareholder to acquire the company at a high premium and then hollow out the company for private gain.Based on this,in this paper,the case study method,select the case of M & A of company A,First,the motives and evidence of the merger and acquisition of the major shareholder and the other two parties were analyzed from the perspectives of the listed company and the major shareholder itself,the major shareholder of the target party,the shared auditor and the external environment.Then,by analyzing the economic consequences of this series of actions,it further reflects the behavior of the majority shareholder in colluding with the other two parties to acquire and then hollow out the company.The study finds that major shareholders take advantage of the convenience of sharing auditors and the poor external environment to conspire to acquire mergers and acquisitions at a high premium,and then obtain private interests through equity pledges,high-level reductions,selling companies and related party transactions.The research contribution of this paper is to discover a new way for the majority shareholder to hollow out the company,that is,to conspire with the target majority shareholder and shared auditors to achieve a high-premium merger and acquisition,and then hollow out the company.It has also been found that shared auditors can have a negative impact in the M&A process.It has important reference value for regulating the behavior of major shareholders,strengthening the supervision of special M&A cases that share the same accounting firm in the M&A process,protecting the interests of minority shareholders and maintaining the order of the capital market.