Equity Structure, Hostile Takeovers And Shareholders' Interests

With the development of Chinese economic,the domestic capital markets develop fast,Chinese capital market has begun to gradually convergence with international market,one of the more prominent performance is the increase of the mergers and acquisitions.Mergers and acquisitions in China's capital market is diversity,but there is a large part of M&A accomplish with secondary market,which makes mergers and acquisitions can easily evolve into the hostile takeover.By the end of 2015,"The hostile takeover of Vanke" completely ignited the domestic capital market,whether the media,the public or other market participants have been attracted by "War between Vanke and BaoNeng”.The War" begin with Yao Zhenhua with his companies to buy Vanke A shares in the secondary market continued,its stock once more than the original largest shareholder of Vanke Group,China Resources.Vanke's management,led by Wang Shi,tried to use the suspension to gain time to against the hostile takeover of "BaoNeng",but with little success,its restructuring plan was opposed by the "BaoNeng Department" and China Resources Group.After the suspension of six months,Vanke only choose to resume trading,after the resumption of trading "BaoNeng" is continue to buy Vanke shares from the secondary market,Shareholding ratio was more than 25%.This contention caused a high degree of concern in the industry,but most people are concerned about the game process of Vanke and “BaoNeng”,but few people pay attention to the fundamental motivation of the game,that is the interests of shareholders.The fundamental starting point of shareholders in the game is based on the maximization of their own interests,and its different reactions are also derived from.The hostile takeover have far-reaching impact in China that making many similar listed companies began to think the reasons for the acquisition of Vanke.This article through the analysis the economics theory and case,to analyze a different response to the stakeholders of the cause and the process of the game,concluded that the dispersion will lead companies to become hostile takeover target,and differentownership in a hostile takeover of shareholders tend to protect their own interests while ignoring the interests of other shareholders;at the same time,in the hostile takeover the small shareholders lack of effective methods and ways to protect their legitimate rights and interests.Aiming at the problems found in this paper,we made the corresponding suggestion,the listed companies that ownership structure like Vanke can make preventive measures in advance,not easily become a hostile takeover target,at the same time,we also for small shareholders in such events indicate the rights of the way,help the listed companies and minority shareholders through legal means to safeguard their own interests.