• Tunneling Behavior of Controlling Shareholders and Corporate Governance: A Case Study of XPEC Inc.

Abstract

This management-level library case is created on the basis of a real event, that the successful public tender offer to acquire XPEC turned out to be a securities fraud transaction on August 31, 2016. It shocked the capital markets since this kind of frauds was first seen and XPEC also concealed the fact that the controlling shareholders with control rights used operating opportunities to engage in illegal transactions and obtain improper interests, which both violated the rights of the firms and shareholders and seriously jeopardized the development of capital markets. The stock price of XPEC decreased by as much as 88.57%, which made it the largest landmine stock in 2016. The stock was even delisted from the OTC market, and affected as many as 22,000 shareholders. The repercussions of the controlling shareholder’s involvement in tunneling the firm are severe with a wide range of influences. Through this case study, students will understand that more attention should be paid to the tunneling behavior of controlling shareholders affected by their own interests. It also focuses on expropriation of small and medium shareholder interests, and students will learn to examine the nature, causes and impacts involved in the tunneling behaviors of controlling shareholders from views of agency problems, corporate governance, and public information analysis. Issues that are associated with corporate governance practices require further discussions, such as the discovery of tunneling behaviors of controlling shareholders and why, whether the board of directors that are entrusted by the shareholders play a good role in supervisory, tips for investors to avoid becoming victims of tunneling, and the failure of securities supervision.

Through this case study, this article also provides reform suggestions on enhancing current corporate management, corporate governance and securities supervision. To prevent tunneling behaviors of controlling shareholders and protect shareholders’ equity, the company shall reinforce the supervision of controlling shareholders and the management team, and increase internal transparency.

Keywords: Tunneling Behavior, Controlling Shareholders, Corporate Governance, Financial Statement Fraud