From The Perspective Of Minority Shareholders Protection,the Directional Placement Of Major Shareholders Study On The Countermeasures Of Interest Conveying

At present,directional placement has become the most important way of equity refinancing in our capital market.The reason for the rapid development of directional placement is that it has incomparable advantages.First,the object of directional placement is the main shareholders and institutional investors,so that the company’s share will not be diluted.If the company is injected with high-quality assets through private placement and cooperation with strategic investors to provide resources for the company’s long-term development,it can not only improve the quality of the company,improve the company’s income,but also provide new ideas for the company’s operation and management,improve the company’s operation and governance,and promote the benign development of the company.However,due to the characteristics of private placement,the company’s interests will inevitably be redistributed between the shareholders who issue new shares and those who fail to issue new shares.The target of private placement is mostly the major shareholders of the company.If this process is accompanied by related party transactions and the injection of non-performing assets,it will become a way for major shareholders to encroach on the interests of minority shareholders.Meanwhile,directional increase is still a new product in our capital market,and the related laws,regulations and supervision system of directional increase are not perfect,which will also increase the problem of benefit transportation caused by directional increase.This paper selects the successful case of Gree’s failed acquisition of Zhuhai Yinlong by targeted placement,which is a rare minority shareholder in our capital market that prevents major shareholders from financing the acquisition by targeted placement,as the research object,and analyzes the case based on principal-agent theory,information asymmetry theory and game theory.First of all,analyze the case of Gree’s acquisition of Zhuhai Yinlong,find out the irrational place in the acquisition process,and judge the possible benefit transmission.Secondly,the short-term reaction of the market after the acquisition failure is analyzed by the event study method,and it is concluded that the reaction of the capital market to the rejection of the merger plan is positive,which proves that in the view of the capital market,it is right to block Gree’s acquisition.Finally,through the game model,the paper analyzes why the major shareholders occupy the interests of minority shareholders,and how to adjust the capital market to ensure that the major shareholders do not occupy,minority shareholders do not compete with the ideal state.Based on this put forward when facing big shareholders occupy the small and medium shareholders should adopt effective measures,measures the theory behind the support,and puts forward how to through policy and institutional adjustment to make sensible big shareholders encroach on minority shareholders interests,the big shareholders occupy cannot obtain extra income,thereby promoting more healthy and orderly development of capital market.