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经典并购理论认为,并购者以追求协同效应为目的。我国证券市场民企收购国有控股上市公司控制权的一些并购案例却显示出相反的情形——并购者利用其控制性地位获取巨额的控制权私人收益直至掏空上市公司,并购的异化由此形成。在文献回顾的基础上,文章以发行管制、股权分置、并购监管不力和会计准则存在漏洞为制度背景,构建了一个以预期控制权私人净收益函数为核心内容,能够解释我国证券市场并购异化现象的民企收购国有控股上市公司控制权理性决策模型,随后对民企收购国有控股上市公司控制权理性决策模型的众多影响因子进行了分析,并就此引伸出了治理并购异化的若干政策含义。
The classical theory of mergers and acquisitions that mergers and acquisitions in pursuit of synergies for the purpose. However, some mergers and acquisitions of private state-owned listed companies in China’s securities market show the opposite situation - mergers and acquisitions use their dominant position to gain huge private benefits of control until the listed companies are emptied. The alienation of mergers and acquisitions is thus formed. Based on the literature review, the article builds a private net income function with expected control right as the core content, which can explain the alienation of mergers and acquisitions in China’s securities market with the background of issuance regulation, split share structure, weak supervision of mergers and acquisitions and loopholes in accounting standards Phenomenon of private state-owned listed companies to control the acquisition of the rational decision-making model, followed by the private state-owned listed companies to control the acquisition of a rational decision-making model of the many influencing factors were analyzed, and in this regard led to the alienation of the governance of a number of policy implications.