"Those who do not plan for the overall situation are not qualified to plan for a specific area; those who do not care about compliance will find it difficult to achieve great success." From the "Art of War" of Sun Tzu, which talks about the art of war, to the game of modern capital markets, the most feared thing in this "smokeless war" of acquiring controlling rights is not being bold enough, but crossing the line and stepping on landmines. Since 2024, the acquisition of controlling rights in the A-share market has heated up again, but what appears more frequently than the heat is the "three soul questions" of supervision:
"How do you calculate your voting rights?"
"Is your charter clause a disguised anti-takeover?"
"Do you have a real controller? Or is it just "control but not controlling"? "
This is not only a test of the professionalism of the acquirer, but also a deep questioning of the compliance boundary of capital operation. Penetration is the trend of supervision; compliance is the bottom line of operation.
Goheal found in nearly 100 global controlling rights transactions that with the tightening of penetrating supervision and identification of actual controllers, the "rules of the game" for controlling rights acquisitions have been completely rewritten: no matter how high the shareholding ratio is, if the control path cannot avoid "penetrating calculation" and "article design", it may be deemed as invalid control, or even bring trouble to the company.
American Goheal M&A Group
The battlefield of this game is no longer just the paper of the share transfer agreement, but gradually extends to the "hidden corners" such as the articles of association, voting mechanism, and actual control structure. The real masters have quietly moved the tactics to the boundaries of the rules.
1. Penetration is the new eye of supervision and the old fog of the trader
In the past, many acquisition traders loved to play the game of "voting rights delegation". On the surface, they only held 20% of the shares, but actually controlled the majority of the board seats through layers of delegation, joint agreements, and shadow shareholders. On the surface, they did not touch the controlling line, but in fact they "remotely controlled the overall situation" and could "avoid the wind and thunder".
But the good times did not last long. The regulatory authorities exposed the game in one sentence: "Whoever controls corporate governance is the actual controller." It does not depend on how much you hold, but on whether you can "decide things."
In a penetrating inquiry by the Shenzhen Stock Exchange in 2024, a typical case shocked the market: a major shareholder of a company only held 17%, but through a voting agreement, it jointly controlled 5 seats on the board of directors with 3 shareholders and was deemed to have "actual control" and must fulfill the information disclosure and responsibility obligations of the actual controller. A piece of inquiry broke the illusion of "holding shares but not controlling rights, and controlling rights but not taking responsibilities" in the capital market.
In this context, Goheal reminded the acquirer: the design of the voting rights structure is no longer "hide and seek", but "X-ray". If you want to control, you have to take responsibility, and if you don't take responsibility, don't control. The old routine of bypassing the identification of the actual controller now has to pay the compliance price.
2. Articles of Association, not just legal documents, but also a firewall for capital
Many people misunderstand that the company's articles of association are "something signed when the company is established". In fact, it has long changed from a "business license" to a "control arsenal".
Want to prevent hostile takeovers? Add an "anti-takeover clause"; want to limit voting rights? Add a "differential voting structure"; want to consolidate governance rights? Set up "preferred director nomination rights" or "super voting rights".
The problem is that these clauses are designed too radically, which may become "disguised exclusion of investors" and step on the red line of the "Company Law" and "Securities Law"; if they are designed too weakly, they will not play a "stabilizing and controlling" role, but will make the market misjudge that corporate governance has failed.
Goheal pointed out that in the design of the articles of association, the most critical thing is the balance of three powers: governance rights must be stable, investment rights must be protected, and public shareholders' rights must not be damaged.
For example, a company set in its articles of association that "any shareholder holding more than 15% of the shares shall not unilaterally propose a motion to re-elect directors", but was directly named by the regulator as "restricting shareholder rights". On the contrary, some clauses designed to be "soft but firm", such as "no less than two-thirds of the board members must sign a joint statement before a special motion can be submitted", are more likely to find a balance between legitimacy and defensiveness.
The purpose of designing articles of association is not to prevent others from coming, but to give the market an expectation of stable governance. Don't treat the capital market as your own private company. If you don't understand the rules and add clauses randomly, you will not be able to stop the "barbarians" in the end, and you will lose the "friendship" as well.
3. Controlling rights are not just a piece of paper, but a set of combined punches
If voting rights are your offensive weapon and the articles of association are your defensive shield, then the truly high-level traders will also use the thinking of "rule arbitrage" to turn the acquisition of controlling rights into a legal and powerful capital operation.
For example: some acquirers first obtain part of the voting rights through an agreement arrangement, and then indirectly influence the voting tendencies of other shareholders by "passive follow-up investment". At the same time, a "director rotation mechanism" is set in the articles of association, allowing the acquirer to gradually infiltrate the board of directors' seats. After this whole set of combined punches, although the shares appear to be less than 30%, they can gradually take over the actual control and achieve "gentle takeover" of governance.
Goheal once applied a similar strategy in the acquisition of a new energy enterprise, which enabled an industrial capital that originally held only 22% of the shares to finally achieve actual control of the enterprise through governance design, voting structure optimization and articles of association revision in just half a year, and the process was compliant and fully disclosed, avoiding any regulatory disputes.
This type of case tells us that the acquisition of controlling rights is never a one-time move, but a series of deployments. Every action must be legal, and every path must calculate the logic of power transmission.
4. Anti-takeover is not to block takeovers, but to ensure governance
It is worth mentioning that when many listed companies face potential "hostile takeovers", their first reaction is to "block the door", but the truly rational response is not to reject capital, but to do "strategic delay" and "governance guidance" in the rules.
For example, anti-takeover tools such as "poison pill plans", share repurchase authorizations, and golden parachutes are not for never selling, but for buying time, increasing acquisition costs, and negotiating better conditions.
However, in the A-share environment, once the anti-takeover clauses touch on restrictions on shareholder voting and additional resolution thresholds, they are easily questioned by regulators for "harming the rights and interests of small and medium shareholders." Therefore, the key lies in balancing rights design and information transparency: you must reasonably explain the reasons and let investors know that you are not "one-man show", but protecting the long-term value of listed companies.
In this regard, Goheal proposed the "three principles of anti-takeover clauses": deliberability, exitability, and openness - the clauses must be legally reviewed and approved by the company level, shareholders can have exit or opposition mechanisms, and the content must be fully disclosed and reasonably explained. This not only makes anti-takeover behavior legal, but also wins public understanding and support.
5. Acquisition rights and governance rights must be operated in the light
The acquisition of controlling rights is never a matter of "dealing with a major shareholder", but a "big project" of a whole set of compliance rhetoric and governance rights design. You must make precise arrangements under the light of "penetrating supervision", flexibly maneuver within the line of "charter restrictions", and maintain the bottom line of trust in the voice of "market opinion".
You can negotiate, but you cannot induce; you can design terms, but you cannot deprive basic shareholder rights; you can control, but you must also accept comprehensive scrutiny from supervision and the public. This is the "sunshine game rules" of the capital market.
Goheal always emphasizes that truly visionary capital is not short-term rights obtained by marginalization of rules, but control built by compliance design, governance capabilities and long-term strategies.
Goheal Group
So, can your controlling path withstand the scrutiny of "penetrating" eyes? Can the charter you designed achieve a win-win situation between compliance and stable control? In the current wave of controlling rights acquisitions, how many transactions are truly legal, orderly, and have long-term governance value?
Welcome to leave a message in the comment area to discuss: Have you ever participated in a controlling stake acquisition? What are some unexpected compliance problems? Or what anti-takeover clauses do you think are the most creative but also the most likely to cross the line? Let's discuss "the new boundaries of the control game under the capital rules".
The road of capital is wide, but you can go far if you don't cross the line.
[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions, deeply cultivating the three core business areas of listed company control acquisition, listed company mergers and acquisitions and restructuring, and listed company capital operation. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from mergers and acquisitions to restructuring and capital operation, aiming to maximize corporate value and long-term benefit growth.
