Research On Hostile Tender Offer And Protection Of Rights And Interests Of Minority Shareholders

The tender offer took place in the UK in the early 1950 s.Since 2017,the number of M&A in China's capital market has been exploding,and the number of tender offer has recovered significantly.Hostile tender offers are becoming an important way to compete for control of companies.In the hostile tender offer,the minority shareholders of the target company are always in a weak position.Therefore,protecting the rights and interests of minority shareholders is the focus of hostile tender offer legislation.However,hostile tender offers have some shortcomings in the current protection system for small and medium shareholders,which lags behind the development of the capital market.This paper selects an exceptional,market-oriented and successful hostile tender offer in the A-share market-Zhemintou Tianhong Investment Partnership(Limited Partnership)acquiring Zhenxing Biopharmaceutical Co.Ltd by hostile tender offer as a research case.Based on the theory of principal-agent theory,control theory and signal transmission theory,we looked back on China's hostile tender offer development,minority shareholders protection system in hostile tender offers and the development of the blood products industry.From the economic view,this paper analyzes the extent to which the rights and interests of small and medium-sized shareholders are influenced in the process of the tender offer case.It is found that the source of the acquisition funds was disclosed unclearly and that the antiacquisition party delisted the company by fake M&A and introduced the “White Knight” to get exclusive control premium.These behaviors deprived the minority shareholders' right to know,trade and profit.Furthermore,we explored the shortcomings of China's current hostile tender offer mechanism for minority shareholders.Although the phenomenon of stop-and-resumption is regulated in 2018,there are still insufficient requirements for disclosure of funding sources,and there is a lack of norms for introducing acquiring competitors.Last but not least,this paper puts forward suggestions for improving the protection of the minority shareholders' rights and interests in the hostile tender offer from the perspectives of the supervisory body,the acquirer,the board of directors of the target company,and the small and medium-sized shareholders.