Research Of Tunneling In Bairun Co.,Ltd M&A Shanghai Bacchus Co.,Ltd

The state's encouragement of Mergers and acquisition promotes the rapid development of M&A.M&A can help enterprises to achieve rapid expansion,promote diversification,and enhance enterprise value through synergy.However,not all M&A can bring synergy to enterprises.In China,corporate governance is not perfect,ownership structure is defective,market supervision is not in place,and M&A may become a kind of interest delivery tool.Due to the complexity of the process of M&A,the private interest behavior of major shareholders in M&A is not easy to be detected by other shareholders,which is hidden.Therefore,more and more major shareholders use M&A to transfer their interests.The transfer of major shareholders' interests damages the interests of other shareholders and listed companies,reduces the value of the company and the efficiency of resource allocation in the capital market,and hinders the operation mechanism of social economy.Therefore,it is of great significance to study the behavior of interest transmission in M&A for protecting the interests of small and medium-sized shareholders,realizing the sustainable development of enterprises,improving the effectiveness of capital market and promoting the high-quality development of social economy.Based on the summary of domestic and foreign scholars' research on interest transmission,this paper uses the hypothesis of interest transmission to analyze the conditions and ways of interest transmission of large shareholders,and reveals the channels of interest transmission of large shareholders through M&A,as well as the possible impact of interest transmission on the shareholders,the company and the capital market of the company.Then,taking Bairun's merger and acquisition of Shanghai Bacchus wine industry as an example,this paper studies how the major shareholders realize the transfer of interests in the process of merger and acquisition.It is found that there is a certain degree of association between the two sides of M&A,and the large shareholders own the shares of listed companies and the merged companies at the same time,which leads to the separation of the control right and cash flow right of the large shareholders in the listed companies.Moreover,the large shareholders have the substantial control right of the listed companies,and have the ability to influence the company's decision-making according to their own wishes,which provides the conditions for their interest transmission behavior Pieces.In order to pursue higher private income,large shareholders reduce the holding cost of the target enterprise by increasing the valuation of the target assets and paying high cash dividends in the process of M&A,which ultimately realizes the transfer of interests,damages the interests of other shareholders,and causes the decline of the company's operating performance.Finally,in view of the interest transmission behavior in this M&A event,this paper puts forward some policy suggestions to avoid the interest transmission behavior of large shareholders from the aspects of optimizing the ownership structure,improving the accuracy of M&A valuation,improving the legal protection system of small and medium shareholders and strengthening external supervision.