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Analysis of the acquisition of listed companies on the transmission mechanism of the corporate governance structure

Author: LiZuoZuo From: www.yourpaper.net Posted: 2009-04-03 09:45:05 Read:
Abstract: The modern theory of studies have shown that the configuration of the control of the Company and the flow is the key and core of the corporate governance structure, configuration control of the Company as the main content acquisition of listed companies should improve the target corporate governance structure external sources. Articles throughout the entire process of the acquisition of listed companies, the acquisition the market potential acquisition of the pressure, the reality of the acquisition of anti-takeover game after being acquired structural integration, system insights into the acquisition of the target company shareholders, directors, managers checks and balances and the promotion of the decision-making behavior.
Keywords: acquisition of listed companies; corporate governance structure; checks and balances

Domestic well-known scholar Professor Wu Jinglian corporate governance structure, is composed of a structure by the owner, the board of directors and senior executives, senior manager of the three. In such a configuration, certain checks and balances relationship is formed between the above three. Therefore, the corporate governance structure can be understood as a rational allocation of rights, responsibilities and interests within the company's shareholders, directors, managers, the tripartite duties, coordinate operations, and checks and balances to ensure that the company's effective operation of the system . From the capital markets, corporate control configuration and flow is the key and core of the corporate governance structure to configure the control of the Company as the main content of the acquisition of listed companies has become a strong external constraints and driving force affecting the structure of listed companies. Therefore, in order to further improve the governance structure of listed companies in China, we should first acquisition of listed companies on the conduction mechanism of action of the governance structure of listed companies as the target company to do a systematic analysis.
Everything has its two sides, research and business practices of many scholars at home and abroad fully affirmed the positive role of the acquisition of listed companies, also admitted that the acquisition of listed companies has its limitations. Objective evaluation value of the acquisition of listed companies, in fact, is the positive and negative impacts of the trade-off takeover of listed companies and the formation of its comprehensive, rational understanding of the process, Yang benefit from it without its disadvantages.

First, the acquisition of listed companies on the positive side of the transmission mechanism of corporate governance structure analysis

Acquisition of listed companies is a systematic project, it is not just a pure equity transaction process, but a moment to affect the listed companies in the market, this article will systematic analysis of the acquisition of listed companies and actively improve the controlling shareholders, directors, managers, decision-making behavior effect.
(A) the acquisition of listed companies market potential acquisition of the pressure conduction
Acquisition of listed companies on the controlling shareholder of the binding. If the decline in the company's performance, make major shareholder wealth devaluation, the higher the proportion of their holdings, the devaluation of the wealth, the greater the greater control over threats, the ultimate fate of the acquisition is likely to encounter. If the listed company is acquired, with the change of the controlling stake, the original controlling shareholder will lose control over their own biggest loss than the loss of private benefits of control. Therefore, in the acquisition of listed companies in the market, the interests of the controlling shareholder of the most relevant, in order to ensure its own control status of listed companies, the controlling shareholder will weigh the revenue sharing with the private income, with a corresponding adjustment on the holding listed companies governance strategy to a certain extent, restricted the controlling shareholder to obtain private benefits tend to be conducive to safeguarding the interests of all shareholders of the company.
2, the acquisition of listed companies management constraints. Listed company after the acquisition, the acquirer general reorganization of the Board and management, leaving the management means the loss of the proprietary nature of the benefits of control. Meanwhile, in the market of professional managers, this former experience would adversely affect its reputation as a professional managers, studies have shown that the CEO of the United States after 3-5 years of M & A companies have lost his job difficult to find the original income equivalent positions, a large part of the CEO was forced to be rotated to an advisory role. Therefore, the acquisition of listed companies is bound to the existing management of the Company alerts and binding, and thus bound by the pursuit of maximizing their own interests instinct motivation, incentives to make greater efforts to increase the value of the company in corporate governance.
(B) the acquisition and the positive impact of the anti-takeover game
1, the reality of the acquisition of pressure to strengthen the shareholders, the management of the code of conduct. (1) as the shareholders of the target company, the reality of the acquired risk, on the one hand, actively revising their own behavior, adjustment strategies, to enhance the value of the company; On the other hand, the acquirer's move is also passed on to a certain extent on management efficiency of the negative information, the shareholders of the Company had doubts on the management capacity, which will re-evaluate the company's existing management's ability to work, and decided to continue to serve existing management or hiring new management, in order to optimize the company management of resources. (2) as the management of the target company, the reality of being acquired much experience its influence is much stronger than the potential of the acquired pressure they face the reality of the acquired risk will actively strive for the majority of shareholders support to work harder to prove their ability. Anti-takeover success or to avoid the dismissal of crisis management to work harder to honor their commitments, so that the management of potential excitation.
2, the success of anti-takeover experience, and enhance shareholders, management's overall ability to resist risks. (1) the success of the anti-takeover experience to increase the company's response to the experience of the acquisition risk. Shareholders and management accordingly actively adjust corporate strategy, and enhance the company's overall ability to resist risks the same time, the success of the anti-takeover battle there are some warning other potential hostile takeover, is conducive to the sustained and stable development of enterprises. (2) in the stock market, the stock price does not fully and accurately reflect all the information of the company's share price does not fully represent the real value of the company, so there will be the possibility of some companies undervalued by the market. These companies, although the price is low, it does not mean that its management is inefficient, if investors find such companies will think its acquisition is profitable, and thus the implementation of the plan of acquisition. In this case, shareholders tend to think of the incumbent management is efficient, without going through acquisition to improve management efficiency, it will take effective anti-takeover strategy to maintain the high efficiency of the management, efficient management in order to avoid acquisition potential replacement The negative effects of the active coordination of shareholders and management communication, enhance mutual trust, enhance the company's cohesion.
(C) the acquisition after the success of the structural integration
Listed company after the acquisition, along with the change of controlling shareholder, a fundamental change in the shareholding structure reconstruction. As the most basic elements for the construction and operation of the corporate governance structure, the reconstruction of the shareholding structure in turn will affect the relationship to the powers and responsibilities of shareholders, directors, managers re-weigh the portfolio.
1, the shareholding structure of the optimal reconstruction. New controlling shareholder in particular strategic largest shareholder, will optimize the equity structure of listed companies and the break between the system of checks and balances between the original shareholders, the shareholders and the board of directors and managers, and the establishment of a more active and effective checks and balances relationship . On the one hand, strategic acquisitions acquisition of the company's goal is to enhance the company's core competitiveness, strengthen the controlling shareholder for the majority of shareholders to seek revenue sharing decision-making tendencies; On the other hand, listed companies after the acquisition, the acquirer in order to make their own The concept of strategic integration as soon as possible into the listed companies, listed companies will adopt more stringent regulatory attitude, thereby reducing agency costs of the acquired company, and enhance the relationship of checks and balances between the shareholders, directors and managers.
2, the optimization of the management of the reconstruction. Dickerson established a reflection of the state of development of the enterprises in the past to affect the probability of being taken over the current function, the analysis showed that: to take over the market and be able to identify the low performance of the business, including profits and takeover probability there is a significant negative relationship. Practice has proved that poor corporate performance and easier to become takeover targets. Through the acquisition of listed companies to optimize the reconstruction of the board of directors and managers of listed companies, hiring more competent management of the work, is a play survival of the fittest, mandatory optimization of corporate governance structure. Even the acquisition of listed companies powerful combination in the market, not to replace the existing management of the existing or a combination of existing and newly introduced the re-integration of the human resources management of listed companies, but also to reconfigure a greater extent optimal management of resources. Second, the acquisition of listed companies on the negative aspects of the corporate governance structure of the conduction mechanism analysis
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