| The report of the 19 th national congress pointed out that China is accelerating the improvement of the socialist market economic system and property right system,and cultivating competitive first-class enterprises.Based on our country’s special conditions,our country has successively implemented some reforms to promote the development of enterprises to adapt to the new form of the capital market.Under the influence of economic development and related policies,the control of enterprises is gradually shifting from concentration to decentralization,and corporate control rights are also facing new challenges.Under the background of the trend of decentralization of equity,companies with better performance and good prospects are facing a higher risk of control right contests.In recent years,there have been frequent control right contests in the capital market,which has greatly affected the normal business order of enterprises,undermined the stability of the internal governance mechanism of enterprises,and has also had an adverse impact on the development of the capital market.As the focus of corporate governance,the issue of control rights has become one of the important problems of enterprises,especially listed companies,must face and solve the problem in the process of business development.This article selects the control right contest of Dalian Sunasia Tourism Holding Co.Ltd.as a case,analyzes the motivations and impacts of the control right contest on the enterprise.In this case,the corporate governance structure not only failed to help the enterprise prevent the problem of control,but was used by the control contender,resulting in the transfer of control.The study of this case is of great significance not only to help enterprises pay attention to the risk of control right contest,optimize corporate governance structure,but also to standardize the behavior of control right contest in the market.At the beginning of this thesis,the background and significance are introduced,and the relevant studies of scholars are sorted and reviewed.In the theoretical part,this thesis describes the motivations and influences of the control right contest.In the case introduction part,this thesis introduces the situation of Dalian Sunasia,Panjing fund and Yang Ziping,summarizes the occurrence process and the methods of control right contest.In terms of the causes of the control right contest,this thesis analyzes the internal causes of the company and the motivation of the contender.There are three main internal reasons for the company that have led to the occurrence of control right contest,including the long-term decentralization of the company’s shareholding structure,the imperfect internal corporate governance structure,and the low vigilance of major shareholders.For the control contender,the conflict of interest is the fuse of the control contest.In terms of the influence of the control right contest,the article analyzes it from four aspects: business performance,corporate governance,external evaluation,and shareholder value.In the part of business performance,the competition for control has led to the profitability of enterprises in the period of economic recovery is far lower than expected and the average level of the industry.The cash flow of the enterprise is highly tense,and many major projects of the enterprise have been shut down.Also,the reputation of the enterprise is damaged,which also increases the operating pressure of the enterprise.At the level of corporate governance,the meetings of the board of directors have been held in violation of regulations for many times,the corporate governance mechanism has been damaged,and the differences between shareholders have been increased,which has seriously affected the effectiveness of corporate governance.At the external evaluation level,the illegal contest for control not only increases the company’s negative media reports and makes investors pessimistic,but also attracts the attention of regulators.Regulators have successively issued regulatory letters on the control contest events,warning enterprises that they must compliance with legal regulations.In terms of shareholder value,as a major non-positive event,the contest for control rights leads to abnormal fluctuations in the share price of Dalian Sunasia,continuous negative cumulative abnormal return on shares,and a significant reduction in the market value of the enterprise.This has seriously reduced the confidence of investors and leads to a decrease in the number of investors in enterprises.Finally,aiming at the case of Dalian Sunasia control right contest,this thesis draws some conclusions and enlightenment.In order to reduce the risk of control right contest,enterprises should improve the corporate governance structure and ownership structure,and try to avoid the control right contest caused by ownership dispersion.Enterprises should also reasonably set up early warning system and defense mechanism,and use relevant enterprise systems to avoid the occurrence of control right contest events.For regulators,destructive contest for control rights will have an adverse impact on the development of the market.Therefore,relevant guidelines need to be established to promote the compliance transfer of control rights,and protect interests of stakeholders,especially minority shareholders. |