A Research About Listed Corporationson:the Control Right Transaction Designand The New Controller’s Dominant Control Force

After the reform of non-tradable shares, the equity decentralization trend continues, the competitions forthe control of Listing Corporations also occurred frequently, these makes new changeson the view of company governance domestic. The focus of research transfers from the balance between "Shareholders-Managers" traditionally to the balance between "Controller-Small Shareholders", Controllers’ control force gets more and more attention. The questions about how controllers evaluate their control force of Listing Corporation and how they enhance the control of Listing Corporation in order to avoid the control right competitionhas become a common concern of the theory and the practice topic.This paper takes the new controllers’ control force of China’s Listing Corporations that the acquirers form in the control right transfer trading as the object of the study.I extended the range of the measurement factors about control force, using the voting right as controllers’ dominant control force and using the characteristics of new controllers’ voting right in shareholders’ meeting, the board of directors, the board of supervisors and management after the control right transfer as the characteristic variables. Extracted the new controllers’ original control force that mainly performance on the voting characteristics of shareholders’ meeting and the new controllers’follow-up control force that mainly performance on the voting characteristics of the board of directors, the board of supervisors and management by the factor analysis method.I combined the main elements in control right transaction design based on the theory of M&A.The elements contain the transaction subjects, the transactions, the transaction mode, the payment methods, and the special transactions and so on, and I used the characteristic variables acting the elements’characters after that.I analyzed the relationship between the characteristics of main elements in the control right transaction design and the new controllers’original and follow-up dominant control force based on the theories about two rights separating, information asymmetry and public ownership. The control right transaction design will influence the new controllers’ original dominant control force directly by effecting on the ownership structure of Listing Corporations after the transaction and influence the controllers’ follow-up dominant control force indirectly by effecting the merger integration.I examined the relationship between the control right transaction design and the new controllers’ original and follow-up dominant control force by using empirical analysis methods as descriptive statistical analysis, correlation test, single factor variance analysis, multiple linear regression analysis and so on. After that, I took a robustness test on the empirical results above by using the empirical analysis methods as factor analysis and multiple linear regression analysis.After all, I found that the control right transaction design is very important for the new controllers’ dominant control force. The core conclusions of this study are as below: First, among the control right transaction design:Transaction Subject Characteristics, Trading Standards Choose and the Special Trading can both influence the New Controller’s Original and Follow-up Dominant Control Force. Second, the design of the Trading Structure cannot influence the New Controller’s Original Dominant Control Force effetely, but they can have a strong influence on the New Controller’s Follow-up Dominant Control Force. Third, to enhance the Original Dominant Control Force, buyers need to pay attention to the transaction equity rate and its shareholding ratio before the trade, and avoid getting the control right by buying the equity from the small shareholders as far as possible. Fourth, for enhance the Follow-up Dominance Control Right, the buyers need to focus on design of the core elements in the Transaction Design, the design of the Trading Structure is crucial. Fifth, in purpose of enhance the New Controller’s Dominant Control Force, it is not the focus of our attention in Control Right Transaction Design that the nature of the transaction subjects.