Research On The Effectiveness Of External Governance Of Listed Companies From The Perspective Of Tender Offe

After China’s capital market began to enter the era of full circulation,the high ownership structure evolved from concentration to dispersion,and the space for the active control market gradually increased.Corporate control market is a market in which multiple subjects compete for the equity of listed companies,which is called control market.When an enterprise’s internal governance mechanism fails due to the "dominance" of equity and management,resulting in a series of problems such as the second type of agency problem between major shareholders and minority shareholders and enterprise value deviation,whether the control market governance is effective as an external governance mechanism is a direction worthy of attention and research,Since 2015,the frequent occurrence of control competition events has also proved the importance of control market governance.Therefore,the study of control market governance has important theoretical and practical significanceUsing the basic methods of literature research and case analysis,this paper mainly analyzes and studies the effectiveness of control market governance after St biochemical’s tender offer.This paper describes and analyzes the acquisition cases and the problems existing in St biochemical before the acquisition.It is found that st biochemical has serious second-class agency problems,a large number of litigation debt problems and backward industry development.In view of these three problems,the analysis of St biochemical after tender offer shows that the governance of control market has effectively solved these problems.Firstly,in the second kind of agency problem,the decentralized ownership structure of "one dominant company" and the transformation of senior management members into dual structure have solved the most fundamental problem;The rights and interests of minority shareholders have also changed significantly before and after the acquisition,mainly in the participation rights and income rights of minority shareholders;Secondly,in terms of internal management,St biochemical has actively revised the articles of association system,which has significantly reduced the management cost and improved the management efficiency;Furthermore,St biochemical has a large amount of original debt,which leads to a very serious problem of equity pledge of controlling shareholders.After the governance of the control market,its long-term overdue debt and financial expenses have been greatly reduced;Finally,St biochemical’s profitability has improved significantly,which has risen from the original third echelon of the industry to the second echelon,and its status has been improved.The results of using EVA index to calculate shareholder value also prove this.Relevant conclusions are drawn through the above research on St biochemistry.First,control market governance usually occurs in poorly developed companies;Secondly,control market governance can effectively solve the principalagent problem and improve the ownership structure,so as to protect the rights and interests of minority shareholders,improve the company’s internal control and governance efficiency,and realize the improvement of enterprise profitability and shareholder value.According to the conclusions,this paper gives some suggestions on ownership structure,corporate governance,information disclosure and relevant legal systems.