| Acquisition and merger is the redistribution mechanism of social static sources. Many economists estimate that its contribution to GDP growth is about 10% to 20%. western industrial countries' histories indicate: public corporation play an essential role in acquisition and merger, and its takeover is an efficient mechanism to promote the securities market to work effectively and grow healthily. So, acquisition and merger of public corporation play a very important role for one country's economy and securities market. However, being a market behavior, its market effect depends on the orderly market. , as other market behaviors. The orderly market relies on the moral restriction and law and rules of the parties in the market. But mere moral restriction can't guarantee the order of the market behavior, according to the western experiences and institutional economics theory. To supervise and set up relevant system or rule is essential to the market order, and it's also an indispensable way to improve market efficiency.The acquisition in China began in the 1980s,while the large-scale acquisition boomed with the growing of china's public corporation and securities market. Now, public corporation acquisitions are participated directly by the government, instead of the market behavior of corporation. But, the trend is that: with the growth of securities market and the SOE's reform, public corporation acquisition will be a market behavior, like the western country. This essay is about the acquisition system, with the expectation of the foundation and perfect of it. Public corporation merger is involved with many economical organs, such as taxation, securities market, macro or local economy. The systematic analysis hasn't been done by now. this essay divide it into normal and relevant system by the point of securities market and economic efficiency. The normal system is divided into offering acquisition, contract acquisition and marketing acquisition according to the way of acquisition. Relevant acquisition includes anti-monopoly supervision, anti-acquisition, public information and inner exchange supervision.The essay is three-parted:Part one necessity of the foundation of public corporation acquisition system by economics principal.The theory origin of government and public supervision is the inefficiency of market and the demand to improve the market efficiency by the joining parties. The above theory also penetrates the acquisition of public corporation in the securities market. There is also room where the " invisible hand" can't touch. It is embraced by the monopoly of public corporation acquisition. Because of the asymmetry of information and inner problem, there may be moral hazard, adverse selection and opportunities. There are also outer problems, like the financial risk and the public product. At last, there may be market functionary defects, due to the imperfect of market or the too much interference or improper interference of governments. Therefore, many countries set up series of systems to normalize and restrict the acquisition, in order to decrease the inefficiency of market, as well as guarantee the efficiency of the acquisition and the stability and growth of securities market.Part two the normal system analysis of public corporation acquisition. Public corporation acquisition is divided into offering acquisition, contract acquisition and the inner market acquisition of the second market. So, this essay classifies these acquisition ways into normal system.. In the western developed securities market, offering acquisition is the important acquisition method. This essay attaches great importance to it.Offering acquisition system is the result of market free selection, and it is a attractive system vicissitude. Therefore, it is an important outer managing system. It can avoid annormal flux of stock market and make information public. It can make the acquisition side have more initial rights, as well as speed up acquisition, lower cost and success easily. However, offering acquisi... |
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