Abstract：Based on the entire process of Yatai Pharma’s merger with Shanghai Xingaofeng to the full provision of goodwill impairment and divestment, the study constructs a controlling shareholder risk identification model to explore the behavior and constraint mechanism of private controlling shareholders in the face of the risk of merger and acquisition (M&A) failure. The study found that: ①when the enterprise carries out premium mergers and acquisitions to meet the four elements of the controlling shareholders’ increase, premium mergers and acquisitions, controlling shareholders’ reduction before goodwill impairment and goodwill impairment at the same time, it can be speculated that the controlling shareholders may have the behavior of risk transfer. ②Yatai Pharma controlling shareholders will inflate the stock price through merger and acquisition themes, performance commitments, false disclosure, etc., to avoid the risk of goodwill impairment by high-frequency equity reductions, equity pledges and other ways to avoid the risk of goodwill impairment. ③Mergers and acquisitions controlling shareholders on both sides will conspire to overestimate the target, fixed shares to achieve most of the profits of the compliant transfer of cash, the subsequent operational risks transferred to the listed company and small and medium-sized shareholders.
步丹璐，王多仁，胡中平. 控股股东转移并购失败风险的路径分析——基于亚太药业的案例证据[J]. 管理学报, 2025, 22(3): 417-.
BU Danlu，WANG Duoren，HU Zhongping. Path Analysis of Controlling Shareholders’ Transfer of M&A Failure Risk—— Case Evidence Based on Yatai Pharma. Chinese Journal of Management, 2025, 22(3): 417-.
