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信达律所高级合伙人洪灿:上市公司频现控制权争夺,建议投资者从三方面判断风险
Zheng Quan Shi Bao Wang· 2025-08-31 05:28
Core Viewpoint - Since 2025, there has been a surge in control changes among listed companies in the capital market, with criminal accusations becoming a key strategy in these power struggles [1][2]. Group 1: Reasons for Control Changes - The frequency of control changes is attributed to macroeconomic conditions and industry adjustments, where traditional shareholders face liquidity pressures and are forced to transfer shares [2]. - New entrants, including industrial capital and private equity funds, are actively acquiring quality listed companies for strategic investments and industry integration [2]. Group 2: Implications for Investors - Control changes present both risks and opportunities; new shareholders may bring quality assets and improved governance, while prolonged disputes can lead to stock price volatility and compliance risks [2]. - Investors should assess the financial strength and industry background of new shareholders, as well as the stability of governance post-control change [2]. Group 3: Nature of Control Struggles - Control disputes are fundamentally about management rights, and holding a majority stake does not guarantee control due to the complexities of corporate governance [3]. - Effective control involves strategic maneuvering within the board and management structure, not merely ownership percentage [3]. Group 4: Risks of Prolonged Disputes - Prolonged control disputes can lead to information disclosure violations, as significant events related to share transfers and board restructuring may not be reported properly [4]. - There is a risk of delisting if control disputes result in the inability to provide accurate information to the market, as per new regulations [4]. - Extended disputes can cause significant fluctuations in stock prices and market value, undermining investor confidence [4]. Group 5: Use of Criminal Accusations - Criminal accusations are employed as a rapid strategy to break deadlocks in control disputes, offering advantages such as restricting the opponent's freedom and disrupting unfavorable civil litigation [5][6]. - The threat of criminal charges can pressure the opposing party to compromise on key issues, facilitating negotiations [6]. Group 6: Risks of Criminal Accusations - The misuse of criminal accusations can backfire, potentially leading to legal repercussions for the accuser if evidence is insufficient or if false claims are made [7]. - Criminal investigations can disrupt company operations, affecting accounts and key personnel [7]. Group 7: Signals for Investors - Investors should monitor for unusual information disclosures, such as delayed reports or frequent corrections, which may indicate underlying issues [8]. - The presence of delisting risk warnings due to governance disputes should be closely watched, as these can significantly impact stock prices [8]. - Signs of severe division within the board or shareholder meetings, such as dual boards or mutual vetoes, indicate potential instability in company governance [8]. Group 8: Recommendations for Companies - Companies are advised to strengthen governance practices, ensure compliance with financial transactions, and establish emergency mechanisms for handling criminal risks [9]. - Regular compliance audits and training are recommended to mitigate risks associated with potential criminal accusations stemming from regulatory violations [9].