| With the global emphasis on corporate governance,controlling rights as an important part of corporate governance has also received unprecedented attention.More and more controlling right contest attracts the government,business and the general investors attention.Therefore,under the current economic environment in our country,it is necessary to study and discuss which kind of ownership structure is more conducive to the effective operation of a company,and it also becomes a hot issue in corporate governance.With more and more companies develop fast,private enterprises have become an important part of our national economy.They strongly promote the prosperity of the market and have drawn great attention in the securities market.However,there are still some problems in the process of the development of private-owned enterprises.Especially in the process of growth,the sources of funds are narrow and financing from banks and other financial institutions is difficult.This requires the founding shareholders to transfer some of their control power to introduce private capital.Tibet pharmaceutical is a typical case of control right contest over private listed companies in China in recent years.In the long-term cooperation process,Huaxi pharmaceutical,the founder of Tibet pharmaceutical,and the external strategic investor New Phoenix City,have had frequent conflicts in their management concepts and have not formed a very good run-in.Eventually,the control contest erupted.The process of control right contest has not only the general commonality of right contest,but also has its own uniqueness,which is mainly manifested in the disagreement of whether to adopt the cumulative voting system for the election of members of the board of directors.Therefore,this article selects the case as the object and discusses the background,causes and influence of the control right contest and give the prevention advice.Based on the cases of Tibet pharmaceutical control right contest,the thesis firstly describes the background and significance of the research,reviews the relevant literature and the related theories of control right contest.In the case study,the author introduced the information about Huaxi Pharmaceutical,New Phoenix City and Kangzhe Pharmaceutical,the founding shareholders involved in the control over the competition,analyzed the background of the contention of control,and sorted out the performance of the Tibet Pharmaceutical control right contest.After a series of processes,such as the different management ideas between Huaxi Pharmaceutical and New Phoenix City,the fight for the exclusive director and the involvement of the board of supervisors,the new Phoenix City defeated and transferred its equity to the new capital Kangzhe Pharmaceutical to withdraw from the competition.Then,the author analyzes the specific reasons for Tibet Pharmaceutical control right contest.Firstly,the financing constraints in the development process are severe.Huaxi Pharmaceutical,the founding shareholder,chose to introduce the new capital Fangxin Phoenix to get the foud.Secondly,Tibet Pharmaceutical form a relatively concentrate ownership structure,on the beginning of the contest,Huaxi Pharmaceutical accounted for 21.62% of the shares,the New Phoenix City accounted for 21.61% of the shares.Thirdly,Huaxi Pharmaceutical and the new phoenix's business idea is inconsistent,resulting in a greater disagreement.Fourthly,the company's election system of directors is not perfect,the two sides compete for the election of directors whether the use of cumulative voting system also had a greater dispute.In the financial impact of control right contest,the author found that the most influential financial indicators after the contestis are profit and growth capability.In the process of control right contest,the company's profitability indicators,net profit growth and total asset growth have all been negatively affected to a certain extent.Therefore,the company's operating ability and growth capacity are limited.After control right contest ended,the internal trend of the company is stable,the business condition is obviously improved,and the potential for growth and future development is good.It can be seen that the control right contest over the company would adversely affect all aspects,so the internal stability is important to the company healthy and stable development.In the market reaction,the share price of Tibet Pharmaceutical hit a record high after the control right contest ended.This shows that investors are affirming the company's reorganization and its future business development.Finally,after drawing the conclusion of the research on the case,this paper puts four advices on preventing the control right contest.Firstly,broaden the financing channels and introduce strategic investors in many ways.Secondly,optimize ownership structure,and strengthen the control of the company.Thirdly,carefully select the investors,and strengthen the control of the board of directors.Fourthly,strengthen laws and regulations,and improve the election system of directors.The final aim is to supplement the research of corporate control through these conclusions and enlightenments,and provide reference for corporate governance. |
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