| With the circulation of stocks and the opening of the capital market,the phenomenon of secondary market acquisitions has become common,and more and more "hostile acquisitions" have occurred,which have aroused widespread concern.Tender offer is a form of hostile takeover,which has not happened frequently in the past.In recent years,it has been paid attention by external investors.Investors directly initiated tender offer to gain control of the company.Zhenxing biochemistry is one of them.The reason why it’s called "hostile takeover" is that the acquirer did not reach a consensus on the acquisition of the listed company and the management,but issued a partial offer to the company’s shareholders to make their own shares exceed the shareholding ratio of the original controlling shareholder.Hostile takeover is a relatively mature acquisition method in developed countries.Companies with inefficient operation and management will attract the attention of buyers.However,in China’s special capital market,can hostile takeovers effectively play their external oversight role and improve operating performance? What is the purpose of the control over the hostile takeover? So this paper takes Zhenxing Biochemical as the research object,and uses literature research,case studies and data analysis methods to analyze the process and motivation of control competition under hostile acquisition.And analysis of the impact,summarize the key factors that cause contention for control,and the impact of hostile takeovers on the company’s operating performance,corporate governance,and related markets,and draw corresponding inspirations for corporate governance of listed companies and the rational participation of investors in the capital market Investment for reference.This article contents six parts,including introduction,theoretical overview,case introduction,motivation analysis,impact analysis,research conclusions and inspiration.The first three parts are the introduction,theoretical overview and case introduction of the article.The introduction part introduces the background and significance of the case study,the research related to the hostile takeover and control contention,and the research ideas and research methods of this article.The theory overview introduces the related theories of control power competition under hostile takeover,including the concept and characteristics of hostile power takeover,the definition and methods,the causes and effects and the theoretical basis of control power fight.The case introduction explains the basic situation of the parties competing with the control right,thecompany’s industry background and the entire process of the control right competition.The fourth part is the analysis of the motivation for the control competition under the hostile acquisition.It points out that the motivation for the control competition of Zhenxing biochemical company includes the decentralized shareholding structure of the company,the unstable control of shareholders,the chaotic internal governance of the company,the underestimation of corporate value,and the realization of investors’ strategic goals,conflicts of interest among shareholders.The fifth part is the analysis of the impact of the competition for control rights under hostile acquisitions.In terms of corporate governance,it has caused changes in the company’s shareholding structure,optimized the corporate governance structure,improved management efficiency,and increased the enthusiasm of small and medium shareholders to participate in corporate governance.In terms of financial performance,the competition for control rights had an adverse effect on the company’s operating performance in the early stage,but after the transfer of control rights,the company’s performance improved.In terms of market effects,the company’s stock price has fluctuated violently,and the suspension of stocks has damaged the confidence of small and medium investors.The last part is the research conclusion and inspiration.this article summarizes the following conclusions: First,the dispersion of equity and the underestimation of corporate value are the fundamental drivers of control power competition;second,the company’s internal governance mechanism defects are important factors that lead to control power competition;Third,the collective exercise of small and medium shareholders promotes the completion of hostile acquisitions;fourth,the active participation of external investors in corporate governance can improve corporate performance.Therefore,the company should establish a reasonable shareholding structure,improve the company’s internal governance mechanism,actively protect the interests of small and medium shareholders,create a good management environment,and play the role of internal supervision mechanism to prevent the occurrence of external hostile takeovers.For regulatory authorities,it is necessary to strengthen market supervision,improve relevant laws and regulations,and ensure the good operation of the capital market. |