A Case Study Of Anti-takeover Of Listed Companies From The Perspective Of Control Contest

Acquisitions are inevitable products of the mature control market.But for the target company,the acquisition activities in the capital market are not all voluntary.If the acquirer does not reach an agreement with the management of the target company,but obtain the actual control of the target company by forcibly increasing its shares.It is a hostile takeover.If the acquirer succeeds in the acquisition,the control of the target company will be transferred and the relevant interests of the company will be damaged.As a result,the target company will actively take various defensive measures to resist the acquisition,which will trigger a fierce control contest.In recent years,there have been more and more hostile takeovers in China’s capital market.Although the target company has resisted,but not all anti-takeovers have been successful.In the process of anti-takeovers,listed companies have also exposed various problems.So more and more scholars have begun to pay attention to the research related to them.Based on the myopic institutions theory,private benefits of control theory,equity restriction theory and stakeholders theory,the case study method is used to study Kangdaer company’s anti-takeover of Jingji Group.Firstly,the paper analyzes the process of Kangdaer company’s anti-takeover in combination with the actual situation of the two parties in the control contest.Secondly,according to Kangdaer company’s specific circumstances,and according to the financial situation of the hostile acquirer,which is combined with the DuPont analysis method,the paper analyzes the necessity of Kangdaer company’s anti-acquisition from multiple angles.Thirdly,the paper analyzes the various anti-takeover strategies adopted by Kangdaer company and their effectiveness,find the limitations,blindness and other issues of Kangdaer company in the anti-takeover process,and summarizes the reasons for the failure of Kangdaer company’s anti-takeover from multiple angles.Finally,the paper deeply analyzes the economic consequences of the hostile takeover from the three aspects of financial performance,corporate governance and audit risk,which reflects the negative impact of the control contest on listed companies under hostile takeovers.At the same time,according to the latest data comparative analysis,which shows that the hostile acquirer did not carry out better operation and management of the target company in 2020 and 2021 after the complete completion of the tender offer to achieve the takeover,the financial performance was poor,the governance structure was more extreme,the rights and interests of minority shareholders are increasingly unprotected,and the company’s future development was not optimistic,which further confirms the necessity and importance of anti-takeovers.Through the analysis of the case,the paper draws four enlightenments:the defects in the equity structure increase the risk of the transfer of control of listed companies,the operation effect of the anti-takeover mechanism is the key factor that determines the success or failure of the defense,the inefficient internal governance of the company is not conducive to maintaining the dominance of the management,and the minority shareholders are the forces that cannot be ignored in the process of anti-takeover of listed companies.On this basis,four suggestions were put forward:the rational allocation of the company’s equity structure,improve the company’s anti-takeover mechanism,optimize of the company’s internal governance comprehensively and protect the rights and interests of minority shareholders,for the reference of other listed companies and promoting the healthy development of the control market.