Major Shareholders' Expropriation Of Minority Shareholders' Interests And Countermeasures

The State Council has promulgated<Guiding opinions on deepening the reform of state owned enterprises>,proposes to promote the restructuring and listing of state-owned enterprises and create conditions to realize the overall listing of the group company.The overall listing can solve the conflicts of interest between the group companies and the listed companies in the spin-off companies,and improve the competitiveness of enterprises.In order to eliminate the disadvantages of the spin-off listing,A lot of enterprises actively listed on the whole.Among them,most companies complete the overall listing by private placement.Private placement is non-public offering.Because of its simple operation,paying the price with assets and saving the cost of capital raising,the private placement has been widely recognized and used by the listed companies.However,there are some problems such as discount issuance,improper injection of assets,high dividend and so on,which lead to higher risk of major shareholders'expropriation of minority shareholders.Most of the existing research use the empirical method to evaluate the company performance after the overall listing,and seldom pay attention to whether there is the problem that major shareholders encroach on the interests of minority shareholders in the overall listing process and after the overall listing.Based on the private placement of the overall listing of the operation model,this paper uses case study method to analyze the causes of the problem,and analyzes the problems of the major shareholders' expropriation of minority shareholders in the process of private placement and overall listing,and then puts forward specific countermeasures.First of all,this paper reviews the domestic and overseas research on the overall listing,private placement and the major shareholders' expropriation of minority shareholders,and introduces the current situation of the overall listing of private placement.Secondly,based on principal-agent theory and asymmetric information theory,this paper takes A state-owned enterprises as an example,and analyzes whether the big shareholders have encroached on the interests of the minority shareholders from the point of view of the pricing of new shares,the injection of assets and the distribution of profits after the issuance of additional shares.Then,according to the actual situation of the case and the common channels of the major shareholders' expropriation of minority shareholders,this paper gives some suggestion to the relevant regulatory authorities.Finally,this paper summarizes the whole paper and points out the shortcomings of this paper and prospects for future research.