Case Analysis On Vanke's Equity Event Based On The Perspective Of Anti-acquisition

Since 2012,China's economy has entered into the economic downturn period,the declining ROA and monetary easing policy create the "Asset Shortage" situation,which means there are much money and less high quality assets."Asset shortage" problem makes the risk appetite of financial institutions gradually increased,and they constantly allocate the high-risk assets to increase profitability.On the other hand,the financial mixed operation continues to grow,the bank financial funds detour into the stock market,and insurance funds appear on the capital market frequently,financial mixed operation makes the value of financial licenses sharply higher,some insurance companies even become the best investment for some holding companies.Under this series of factors,it has given rise to the birth of the sixth acquisition wave,in which the difficulty of financing reduces,funds flow from real economy into fictitious economy,and high-quality enterprises enhance its attraction.In this wave,malicious acquisitions with the characteristic that the weak swallow the strong and leveraged buyout continue to emerge.Especially in July 2015,Vanke's equity event began to affect everyone's nerves of capital market in China.In the face of the increasing number of malicious acquisitions in the environment,and the increasing financial risks brought by financial mixed operation,analysis of Vanke's equity event,as a starting point for in-depth case,has positive significance for corporate governance and anti-acquisition strategic design of listed company.It also has positive significance for providing reference for the new situation of collaborative supervision under financial situation.Firstly,This paper reviews the development process of anti-acquisition theory in China and the West,and provides theoretical support for the case analysis by sorting out the frontier theory of anti-takeover domestic and overseas comprehensively.In the process of analyzing the specific cases,the paper analyzes the cases with the two clues,time process and capital flow,at the same time.While using the theoretical analysis,this paper also pay attention to the unique legal environment and institutional environment of China's capital market.Through analyzing and commenting the motivation and strategies of both sides of acquisition and the anti-acquisition,it will design the anti-acquisition scheme,which is with Chinese characteristics and in line with China's national conditions.Finally,it will give advice to the governance revelation for the listed companies and macro-regulatory policy development from case analysis,and it will promote the principle in the case for universal application.During the fight over control of Vanke,the hostile acquirer Baoneng Group became Vanke's largest shareholder through leverage buyout in means of insurance funds,bank funds,equity pledge,profit swap,margin trading and etc.Baoneng Group took advantage of many financial instruments with subtle capital flow and high proportion of leverage at huge risk.Vanke management tried to fight back against Baoneng Group in different ways as asset restructuring,drawing shareholders to their side and increasing employee's holdings.However,no difference was made.The Vanke-Baoneng spat was not pacified until the intervention of regulatory authority.It has revealed a series of issues in listed companies in China,such as,weak awareness of risk,negligence on small shareholders' interests and corporate governance defects.Against the new backdrop of increasingly mixed operation in financial organizations,asset shortage and the trend of investing less in real economy,in regard to anti-takeover strategy,the listed companies in China should pay more attention to develop and take preventive measures,and put prevention the priority and attack the supplement.Meanwhile,in corporate governance,the ownership structure and the interests of shareholders shall be appropriately dealt with so as to strangle the malicious acquisition in the cradle.Moreover,financial regulatory authority should also enhance supervision on mixed operation and financial innovation to guarantee and secure the sound development of outstanding listed companies from perspective of institutional formulation.