| Great changes have taken place in the environment of China's capital market every day.In order to make the capital market more active,the State encourages the listed companies to reorganize their assets through mergers and acquisitions,and takes a series of measures to relax the legal supervision over M & A activities,resulting in frequent mergers and acquisitions in the capital market.War against Vanke's anti takeover,which was brewing in July 2015,was a typical case of the contention for control in the hostile merger and acquisition.In order to maintain the healthy development of the company,it is analyzed and studied how the listed companies can prevent the occurrence of hostile takeover by improving corporate governance.This paper,taking the dispute over the control power of Vanke as a case,analyzes how the listed companies manage to maintain the control of management.The research contents are divided into five sections.The first is introduction,which mainly states the context and importance of the topic selection,defines the related concepts,and briefly summarizes the basic contents and structural framework of the thesis.The second makes a literature review on three aspects of control right and ownership structure,corporate governance and corporate governance structure,hostile takeover and system prevention.The third part is the case analysis,reviewing for control of the whole case,through the analysis on the Vanke Group ownership structure,control rights,voting system,the defects of the system of independent director system,and risk prevention mechanism in the competition process,find the insufficient of corporate governance.The fourth part puts forward some suggestions on the improvement measures for the problem to provide guidance for the listed companies in the anti malice acquisition.At the end of this paper,the research conclusions are drawn,and the shortcomings of the paper are pointed out,and the future research direction is also prospected. |
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