Research On The Risk Prevention Of Control Right Transfer Under The Background Of Equity Dispersion

The completion of the split share structure reform,institutional investors' entry into the market,and the reform of mixed ownership have objectively promoted the gradual transition of China's enterprises from a dominant shareholding to a diversified shareholding.The decentralization of equity has created an opportunity for hostile takeover.In recent years,rounds of control battles have broken out in China's capital market,attracting the attention and discussion of the general public.The battle for control of AJ Group,which broke out in 2017,is worthy of in-depth research and discussion.Based on the existing theoretical research results and the specific situation of the battle for control of AJ Group,this paper takes “preventing the transfer of control” as the core research content,and follows the thinking of analyzing and solving problems,mainly answering the following three questions:(1)What causes the risk of control transfer?(2)What are the economic consequences of the transfer of AJ Group's control?(3)How to build a comprehensive control defense system?This paper firstly sorts out the process of the battle for control as the basis for subsequent analysis.Then,based on the perspective of combining macro and micro,the causes of the risk of control transfer are discussed from the institutional level and the company level.Secondly,using a combination of qualitative and quantitative research methods,based on different subject perspectives,this paper analyzes the economic consequences to explain the need for defense of control;Finally,this paper summarizes the AJ Group's reference and deficiencies in the process of control battle,and builds a comprehensive defense system that covers prevention and counter-attack.The research conclusions of this paper are:(1)in the institutional level,the restriction of laws and regulations makes the acquired company a passive position in the defense of control rights,which is an important factor affecting the risk of control transfer;in the company level,decentralized equity,undervalued stock price,lack of defensive clauses in company's articles of association,and imperfect countermeasures are all factors that affect the risk of control transfer.(2)The transfer of control of the AJ Group will allow some shareholders to obtain short-term premium gains,but it will adversely affect the interests of management and the long-term interests of shareholders,and generally do more harm than good.(3)The construction of a comprehensive control defense system needs to consider two parts including prevention and counterattack.The prevention system should include four parts: equity structure management,investor relationship management,shark repellent charter design,and stock early warning mechanism design.When counterattack,acquired company should follow the sequence of gaining time-risk assessment-push on the anti-acquisition with the help of external forces and the company's power in order to occupy a favorable position.(4)With reference to the legal system of western country,China may consider improving the anti-acquisition legal system from the aspects of unequal voting rights and anti-acquisition decision rights vesting.