The Analysis Of Limitations Of Shareholder-focused Theory From Vanke And Bao Energy Group's Equity Scramble

Vanke and Bao's equity battle(the "War of the Vanke and Bao")is the largest leveraged buy-out and anti-takeover battle in China's capital market that has continued since July 2015.The acquisition of funding sources and corporate governance raise the concern of China's A-share market has milestone significance.Based on the perspective of corporate governance,with the original controlling shareholder of Vanke---China Resources as the breakthrough point,this paper analyzes the controversial performance of major shareholders and reveals the limitations of shareholder-focused corporate governance mechanism.From Bao's invasion,China Resources starts to be silent,then to obtained a small number of shares and then to Po united front,against the introduction of strategic partners,and even attempt to replace the excellent management,step by step sent Vanke into danger.From the perspective of rational economic man,the actions of major shareholders not only do harm to the interests of the company,but also do harm to the interests of small shareholders,thus triggering skeptical of the academic and practical circles for the existing theoretical basis of corporate governance mechanism-shareholder center theory.The shareholder-centered theory means that the shareholders have the residual right of return and take the greatest risk,so the shareholders have ultimate control over the enterprise,which leads to a set of corporate governance mechanism with the shareholder meeting and the board as the core.This theory is widely used in corporate governance at home and abroad.However,due to the phenomenon that the large shareholders in pursuit of their own interests at the expense of the long-term interests of the enterprise are not uncommon,the limitations of shareholder center theory gradually appeared,then the academia put forward the stakeholder theory,the theory has gradually been applied to the practice of corporate governance,Such as high-quality enterprises at home and abroad began to use the enterprise management team "with the shares of different rights" model,attach importance to the founding team in the value of enterprise development,in order to improve the defects of the original shareholder-centered model.Based on this,this paper is based on the research on the theory of shareholder center at home and abroad,puts forward three questions on the rationality of the shareholder center theory:1.The shareholder's short-sighted and profit-driven will bring bad influence to the enterprise development.2.In China,the behavior of minority shareholders damage the interests of small and medium shareholders of the enterprise.3.State-owned enterprises"insider control" will affect the long-term development of enterprises.At the same time,this paper analyzes the limitations of the shareholder center theory with the case of "the dispute of Wan and Bao",which proves that the shareholder center theory does not have complete applicability.Moreover,the research in this paper can enrich the domestic literature on the shareholder center theory,but also can supplement the literature on corporate governance.