A Company's Interest Transfer Analysis In The Case Of M&A

Equity structure of listed companies is always highly concentrated in our country.In this case,the main conflict is the conflict between large and minority shareholders.Large shareholders may use their own control,use a lot of methods to infringe the interests of minority shareholders,and this way of conveying the interests has became more and more convert.The company law has formulated many regulations that regulate the duties of the major shareholders,restrict the related party transactions,and dilute the controlling rights of the major shareholders.However,diversified laws often lags behind the transfer of benefits,therefore these laws can only slightly reduce the large shareholders' behavior,and can not completely eliminate the problem.The reason for this phenomenon is that the relevant agencies do not fully understand the interests of large shareholders,so it leaves a room for the majority of shareholders to get benefits from the company.Therefore,it is of great significance to study the behavior of interest transfer.This paper is mainly based on the principal-agent theory,according to the case of A company,using 3 different ways to analyze the whole process: reduce the price by reference and suspension time selection;inflated assessment the value of private placement to improve the dividend distribution.Starting from the perspective of corporate governance,analysis of the large shareholders,transfer of benefits are: the dominance of large shareholders;the board of directors by the shareholders influence;supervisory board;large shareholders to obtain economic benefits;asset evaluation institutions reputation is low;lack of supervision.Through the analysis of the above problems,this paper puts forward suggestions on how to protect the interests of the major shareholders.Taking the current situation of China's listed companies governance and regulatory status into account,this study can provide a reference for the protection of the interests of investors.