The Case Analysis On Kangdaer Anti-takeover Jingji

Mergers and acquisitions are the inevitable outcome of mature markets,but merger and acquisition behavior is not entirely voluntary on both parties in the capital market.Over the past two years,more and more hostile mergers and acquisitions occurred in the A share market,and the competition of equity is becoming more and more intense.This paper regards the case of Kangdaer merged by Jingji as the object of study and carries out the more detailed analysis for the background of mergers and acquisitions,the motivation of mergers and acquisitions,anti-mergers and acquisitions strategy.The main contents of study mainly include:(One)Introduction part mainly elaborates the research background,significance,content and method and others of this paper;(Two)Literature review part carries out more comprehensive overview for the anti-M& A theory and strategy;(Three)The summary part carries out deep thinking for the main problems in the case of hostile takeover and simple analysis the strategy application in the process of enterprises' reverse acquisition and the enlightenment and reference significance brought by this case.In the A shares market of same shares,the shareholders is mainly reflected in the proportion of shares for the control of listed companies.It is vulnerable to suffer the threat of mergers and acquisitions from listed companies,and the general shareholdings are relatively scattered.However,the case of this paper has broken the understanding of this conventional experience-the first major shareholder of Huachao Investment Holding Group's own shareholding actually reached 26.87%,in which realizes the danger and then increases to29.85% through two grade market,but it still did not keep the control of Kangdaer.At present,Jingji Group has become the largest shareholder of Kangdaer Group,and it has the shareholding ratio of 31.65%.The current shareholding ratio between the two sides is very small,and it has suck into the tug of war between mergers and acquisitions and anti-mergers and acquisitions,which forms stalemate situation in the general meeting of shareholders.When the Kangdaer case appears,it means that even if it has the control of nearly 30%shares,and it cannot form adequate protection for the control of company,which sounds the alarm for the relevant listed companies of A shares,that is,why did Kangdaer fail in defensing the takeover of Jingji and how to against hostile takeover from other companies under the condition of having sufficient holdings proportion.It is in this background that dozens of A-share listed companies have proposed the amendments for the motion of “Articles of Association” one after another,and they are trying to set the pre-anti-M & A strategy of anti-M & A provisions to defend their own control.However,from the analysis of the article,we can see that these anti-takeover provisions are more or less conflict with the existing provisions of law,which has little effect in practice.According to the hostile takeover methods for the concerted action protocol of Jingji and natural person through conclusion,having access to voting rights from multiple parties and directly holdings Kangdaer,it is considered that this paper the use of entrusted voting right may be the closest way to solve the problem combining with the background of having same shares and rights.