| With the development of China’s capital market,the share-trading reform of China will also come to the end.In order to achieve industrialization development and competitive advantage,M&A activities have increased year by year.M&A activity in the capital market not only brings advantage to the market,but also risks.A large number of listed companies whose stock value is undervalued become the target of M&A.Although goodwill M&A will bring business and financial resources integration to the company,there are still a large number of target companies to adopt a series of anti-M&A measures for the difficulty of business philosophy between the two business concepts.For the study of anti-M&A,scholars in developed countries have already had a relatively systematic and complete theoretical system,and fully applied in the practice of anti-M&A.However,in view of China’s special political,economic,and social environmental factors,listed companies cannot copy Western theories and practices in anti-M&A,but have developed anti-M&A measures with Chinese characteristics.This paper is based on the anti-M&A strategy between“Vanke” and “Baoneng Department”.By comparing the anti-M&A political and economic environment China and abroad,it is concluded the dilemmas target enterprises of China may be encountered during the M&A,and give advice to the target company and regulatory authorities.From the perspective of the target company,combined with the literature review,this paper first introduces the value theory of anti-merger and the mainstream anti-merger strategy,and divides the mainstream anti-merger model into two categories.Secondly,it analyzes the current anti-M&A environment of domestic companies,introduces the basic situation of the target companies and mergers and acquisitions of Vanke M&A cases,and uses the timeline to restore the complete process of Vanke’s anti-M&A.Thirdly,it sums up the four reasons why Vanke has become the target of M&A:highly dispersed shareholding structure,the value of the company undervalued by the market,the defects in the company’s articles of association,and the attractive from low financing cost.Again,it describes all the anti-M&A strategies used by Vanke in the anti-M&A process,sorts out the effects of various anti-merger strategies,and proposes new anti-M&A proposals from Vanke’s perspective in light of China’s current political and economic environment.Finally,from the perspective of the target company and the regulatory department,we will make recommendations on the phenomenon of anti-merger.Based on the anti-M&A perspective,the case study combines case analysis,literature analysis and theoretical analysis to summarize a typical anti-merger case as much as possible and conduct corresponding analysis.The research in this case is conducive to the improvement of the theoretical system of domestic enterprise acquisition and anti-M&A theoretical system.To a certain extent,it can be used as a reference for the target company to choose anti-M&A strategy;it also helps to improve the anti-M&A laws and regulations. |
