Goheal：上市公司控股权收购，最怕“董事会背刺”？谁才是真实控制人？

Core Insights - The acquisition of controlling stakes in listed companies involves not only financial competition but also the struggle for control, particularly concerning the board of directors' potential betrayal [1][2][5] - The board of directors plays a crucial role in determining the strategic direction and daily operations of a company, making their alignment with the acquirer essential for successful mergers and acquisitions [2][6] Group 1: Risks of Board Betrayal - The phenomenon of "backstabbing" by the board is not uncommon in capital operations, where board members may act against the acquirer's interests due to various motivations [5][6] - Even after securing shareholder approval, acquirers may face significant opposition from the board, which can jeopardize the entire acquisition plan [5][6] Group 2: Understanding Control Dynamics - Control is not solely in the hands of shareholders; the board often wields significant decision-making power, complicating the acquisition landscape [6][9] - Key figures within the board, such as the CEO or chairman, can exert considerable influence, leading to a situation where the perceived control by shareholders may be misleading [6][9] Group 3: Strategies for Ensuring Board Cooperation - Goheal employs several strategies to mitigate the risk of board betrayal, including pre-acquisition communication with board members to align interests [7][8] - The firm may also negotiate changes in board composition or power dynamics to ensure that the board represents the acquirer's interests post-acquisition [7][8] - Detailed board-related clauses are included in acquisition agreements to secure control and ensure compliance, thus preventing legal loopholes that could undermine the acquirer's position [7][8] Group 4: Conclusion on Control - The ultimate goal of acquiring control in listed companies should be to achieve comprehensive governance rather than merely obtaining shareholder consent [9][11] - Investors must recognize the potential threats posed by the board and consider strategies to ensure its stability and cooperation during acquisitions [11]