Control Contests Of The Listed Companies Based On Case Of The Battle Between Vanke And Baoneng

In recent years,with the emergence of joint-stock companies,ownership and control gradually separated.And "separation of powers" is more likely to lead to the first type of principal-agent problem,that is,management and shareholders of the agency between the emergence of the problem.Due to the relative dispersion of the equity of listed companies in China,the phenomenon that financial capital invaded the listed companies by leveraged force frequently occurred,which attracted the attention of domestic and foreign scholars.Which marks the role of China's financial markets to capital leverage will be more and more strong development of the situation.It is possible to improve the efficiency of corporate governance of listed companies,to alleviate the contradiction between management and shareholders,and to promote the healthy development of China's capital market by studying the motives and economic consequences of the control of listed companies.In this paper,the background and significance of the control of contention are expounded.After summarizing the existing research literature and theoretical basis,this paper analyzes the object by "Baowan dispute" as the case,according to the chronological order(the relevant financial data selected as of 2016 September 30,the other case data are as of January 13,2017)detailed description of Vanke's specific control of the contention process,combined with principal-agent theory,stakeholder theory and control of private theory analysis Vanke company internal state-owned shareholders,Management and foreign private capital to compete for many times the control of listed companies motives and economic consequences.The case analysis of this paper shows that the controlling shareholder's private interest control,principal-agent contradiction,as well as the corporate governance structure is imperfect or the system constraints and other factors may cause the listed company to control the contention.On the one hand,the control of competition will lead to the decline of the corporate governance efficiency of the enterprises being competed,and the operating performance will be affected.On the other hand,the stock price of the listed companies will fluctuate voluntarily during the competition period,which will bring some damage to the interests of the minority shareholders.Through the case study of"Baowan dispute",we find that:(1)The main motive of the control of the listed company is the acquisition of the private gain of the enterprise control right,and the product of the first kind of principal-agent conflict.Private capital treasure can be through the stock market crash,mergers and acquisitions low cost of the opportunity to try to host Vanke to seize the company control,its essence is intended to try to use Vanke AAA credit rating for their own real estate projects to reduce financing costs.As a result of the real estate sector,the real estate sector is at a time when the strategic transformation period,the acquisition of good efficiency,there are state-owned background,equity diversification Vanke Group,can promote its real estate and insurance industry to build the ring,to help Po-owned real estate business by 3/4 lines of cities to the layout of the first-tier cities.China Resources Group has been a firm supporter of Vanke management,but in the Vanke management issued shares issued by the local state after the change of attitude,the main reason is to maintain their own interests as a major shareholder,to avoid its holdings of shares were diluted.(2)The economic consequences of competition for contention are reflected in the external market response and internal corporate governance.Vanke Group as a leading real estate business in China,has been its profitability and growth performance are very good.However,in the "Po Wan dispute" after the 2015-2016 years Vanke's profitability and solvency have declined or fluctuated.The market reaction,the most obvious is the Vanke A shares of the volatility of the majority of small and medium-sized shareholders of the rights and interests.Control of competition for the consumption of the company's internal resources,reducing the company's governance level,affecting the company's credit rating and the majority of investors on the company's expectations and confidence.The case analysis shows that the stock is over-dispersed,the company's controlling interest and the actual control of the inconsistency,as well as the outstanding listed companies are too underestimated share price,have made the company in the face of foreign capital invasion without resistance.The capital market is not perfect supervision mechanism and the highly leveraged financing acquisition more and more,making the risk of listed companies to further increase.In view of the conclusion,this paper puts forward the following suggestions:The listed companies should improve the ownership structure and choose the most appropriate corporate governance model according to the actual situation of the enterprise so that the internal rights and interests of the company can be balanced and mutually restrictive.In the form of the law,To carry out a defensive design,to solve the shortcomings of corporate governance structure,to solve the control and control of the inconsistency caused by the invasion of foreign capital is less resistant to the problem;the acquisition and anti-M&A management system and legal construction to further establish and perfect.