Case Analysis Of Vanke Anti-takeover

Along with continuous improvement of China's capital market,merges and acquisitions have become increasingly frequent among Chinese enterprises.Correspondingly,reverse takeover behaviors are also on the increase.In listed enterprises,reverse takeover,usually occurring in the process of hostile takeover,refers to a set of measures adopted by the target enterprise to defend against or even to frustrate behaviors of purchasers.The essence of reverse takeover is to control and fight for the ownership of the target enterprise the ownership of relevant stakeholders in the target enterprises.Ceaseless innovation of merge and acquisition forms has led to increasing maturity of reverse takeover strategies.During long-term market practices of China,merges and acquisitions have been sufficiently studied,but reverse takeover remains less studied.In 2015,“Conflict between Vanke and Baoneng” started.The huge influence of public opinions quickly has drawn attention from researchers to reverse takeover behaviors.At the point,it is critically important to analyze the reverse takeover case of Vanke.After comprehensively analyzing findings of domestic and foreign scholars about reverse takeover value,reverse takeover motives and reverse strategies,this paper proceeds from the perspective of corporate finance and corporate governance to analyze the reverse takeover of Baoneng by Vanke based on the background and financial data of the case.First,this paper introduces background information of major participants,and the specific process of the fight of Vanke for equity.This part lays the foundation for case analysis of reverse takeover of Baoneng by Vanke.Second,with the the theory of reverse takeover motive as the theoretical basis,and based on the background of major participants and their main operation status,this paper analyzes the motive underlying the motive behind Vanke's reserve takeover.Third,adoption and implementation of reverse takeover measures by Vanke and the effects are examined,and two problems might exist in reverse takeover are pointed.These two problems include insider control of enterprises and protection of rights and interests of minority shareholders.Finally,implications of this case study for future practices are summarized from the perspective of the target enterprise,the minority shareholder and relevant supervision institutions.It is hoped that this paper can provide some references for enterprises about how to avoid becoming the target of merges and acquisitions and what reverse takeover measures the target enterprise can take.This paper restores the whole event in the way of story narration from the perspective of reverse takeover at an attempt to enrich reverse takeover cases.The case study in this paper can contribute to improvement of the theoretical system of merges and acquisitions,and reverse takeover among domestic enterprises,and further integration between the reserve takeover theory and a specific enterprise case.On the other hand,the case study is conducive to formation of fair play between merge and acquisition forces and reverse takeover forces on the capital market.In this way,protection of rights and interests of shareholders and long-term development of an enterprise can be maximally realized.