Research Of Tunneling In Fucheng Co.,Ltd M&A Baota Co.,Ltd

In recent years, there are more and more mergers and acquisitions in the capital market of our country. Through mergers and acquisitions and other activities can further optimize the company’s resources, improve the efficiency of the company, improve the company’s performance. But under the special institutional background in China, the high concentration of shareholding companies, the lack of market effective supervision, so that the major shareholders have the opportunity to use mergers and acquisitions of listed companies transfer of benefits and to expropriate the interest of minority shareholders, this behavior is not conducive to the development of China’s capital market. Therefore, in-depth study of the interests of the shareholders of the company mergers and acquisitions of the transfer of behavior, the healthy and orderly development of China’s capital market has important significance.The summary at home and abroad on the interests of major shareholders transport behavior research based on, use of company governance theory, control theory, principal agent theory and the Benefit Expropriation hypothesis, analysis of large shareholders in corporate mergers and acquisitions of listed companies are causes of transfer of benefits, especially on agency theory to explain large shareholders were transported to the interests of the premise condition of, and summarizes the way of conveying the interests of the company and in the process of merger and acquisition, mainly adopts the manner in which the transfer of benefits. Then with the example of tunneling in fucheng Co.Ltd M&A Baota Co.Ltd, study the listed companies in mergers and acquisitions in the process, controlling shareholders acting in concert and whether there is a tunneling, and further analysis of its theoretical roots.We found that due to the existence of large shareholders, a big one, executives cross serious and other phenomena, making major shareholders and small shareholders of the agency problem is particularly serious. In addition to the self-interest motive of large shareholders and large shareholders manipulate the stock issue price, the choice of suspension reference date and time behavior of suspension, in mergers and acquisitions implementation process and is conducive to the transfer of benefits. In view of this problem, this paper puts forward the policy recommendations to regulate the behavior of the merger of major shareholders in corporate merger and acquisition from three aspects of optimizing the ownership structure, improving the system of independent directors, and strengthening supervision.