Research On Corporate Governance Of Chinese Enterprises Under The Background Of Hostile Takeover

Since the reform and opening up,China's economy has been experiencing to grow at a rapid speed,and the general environment of the capital market in which domestic listed companies has also changed dramatically.On the one hand,China has actively deepened the reform and makes efforts to integrate with the western developed countries.Mutual mergers and acquisitions among listed companies have become active in the capital market and become a common phenomenon.On the other hand,China has revised and implemented a series of measures to promote the marketization process.The laws and regulations related to capital market activities have relaxed the supervision of mergers and acquisitions.In addition,financial innovations have enabled companies to use leverage to obtain large amounts of capital for investment in the secondary market,which has led to an increase in merger and acquisition activity.In this context,during the period from 2015 to 2016,a “surge acquisition boom” broke out in China's capital market.In this surge,the behavior of hostile takeover aimed at listed companies by insurance companies was notable.The insurance companies purchased the listed companies' stock and threatened their control power while those listed companies had no measures to cope with this situation.This kind of dilemma resulted from the weaknesses of the corporate governance.Based on this,this paper selects the "Bao Neng acquires Vanke" as the research case,and makes those characteristics exhibited by insurance companies in this surge as the starting point.The paper finds out the defects in its own corporate governance by analyzing the behavior of Vanke Group in the process of hostile takeover via applying the Theory of Shareholder Primacy,the Stakeholder Theory and the Control Theory and.Through the analysis of the case,the article draws the following conclusions:(1)Enterprises with dispersed ownership structure are more vulnerable to the infringement by the malicious acquirer;(2)The interests of the senior managers in the enterprise should be protected;(3)The protection of the management rights of the business managers and founders should be well protected in the corporate governance.(4)A perfect corporate charter is of great significance to the corporate governance structure.Finally,the paper puts forward relevant recommendations to help our enterprises improve their own corporate governance.