Case Analysis Of The Reasons For The Dispute Of Bao-Wan From The Perspective Of Insider Control

With the development of China's capital market,more and more small and medium-sized investors are participating in the wave of China's market economy.Due to the relatively late opening of the capital market in China,many internal governance measures and external regulatory measures are not perfect,resulting in some Things that infringe upon the rights and interests of investors occur from time to time.Moreover,small and medium-sized investors in China are the main participants in the capital market,and they are often in a weak position in information.Their ability to resist risks and self-protection is weak,and therefore legitimate rights and interests are vulnerable to violations.Safeguarding the legitimate rights and interests of small and medium investors and standardizing corporate governance are the focus of China's capital market governance,and it is also a necessary measure to safeguard social fairness and justice to ensure the confidence of the capital market.The reason why the Baoneng Department contends for the equity of Vanke is the entry point of this article.Through financial analysis,we found that Vanke's asset quality is excellent,but its long-term,sluggish share price is inconsistent with its high-quality asset performance."Make China Vanke a target of "barbarians." In light of the internal control of Vanke,Vanke further analyzed Vanke's insider control issues in light of Vanke's internal control in recent years.Based on internal control related theoretic analysis,the following points were generated internally:The reason for people's control is that the property rights at the time of the stock reform were not clear.At that time,the special historical background led Vanke's founder and its management team to fail to have concrete stock rights to individuals or management,but they had more than general professional managers.Of course,this control is also buried under the hidden danger of being acquired.Secondly,China Vanke's largest shareholder is state-owned China Resources,and the biggest problem of the SOEs is the absence of the owner and the very scattered ownership of China Vanke.The phenomenon of "free riders" of small and medium shareholders is serious,so the owner cannot manage the manager.Play an effective supervisory role.Thirdly,management has more positions in the board of directors,resulting in the decision of the board of directors is basically a decision that is biased towards management,and cannot form a balance between management's rights.After comprehensive analysis,we believe that due to the absence of internal and external supervision,the management of Vanke's management is not effectively controlled.The unreasonable compensation system makes the management have the incentive to pay more attention to their own interests.Vanke has developed so fast for so many years.From an obscure small company,it has become the benchmark of the real estate industry in China and even in the world.However,investors did not enjoy the benefits of China Vanke growth.In recent years,it has been a performance of low dividends and low stock prices.The company has a large amount of cash assets,which makes Vanke a target of "barbarians".They have used various financing channels and various derivative instruments to control Vanke,which has also increased the risk of acquisition.This will not only seriously disrupt the healthy development of China's capital market,but will also seriously affect the progress of a good company.According to the disclosure of Vanguard' s insider control problem and the situation of China's capital market,the following suggestions are given in this paper:the rationalization of property rights relations,the improvement of incentive and restraint mechanisms for operators,and the improvement of the board of directors'system.Strengthen four suggestions for external supervision.