Research On Anti-Monopoly Regulation Of Minority Shareholdings Acquisition

The dissertation aims to analyzing,in the perspective of anti-monopoly law,competitive effect and regulation issues of minority shareholdings acquisition.The thesis of this dissertation is:because the financial right and corporate right of minority shareholdings acquisition are separated and also because the competitive effects produced by the financial right and corporate right have crucial distinction,the competitive effect of minority shareholdings acquisition has its specialty that distinguishes it from that of full merger,which calls for a revise of current anti-monopoly law system as a response to the specialty.The dissertation consists of 4 chapters except for the forward and conclusion.The second chapter is about the concept and types of minority shareholdings acquisition under anti-monopoly law,which aims at clarifying the research object.Firstly,it respectively discusses the understanding of minority shareholdings of company law and anti-monopoly law academia,pointing out the former focuses on corporate governance and the later focuses on competitive effect,and identifies the concept of minority shareholdings acquisition through discussing it with similar concepts.Secondly,it conducts classification research on minority shareholdings acquisition in accordance with different classification standards.The third chapter is about the competitive effect of minority shareholdings acquisition,which aims at revealing its specialty.Firstly,it points out the financial right and corporate right,as two distinctive stock right,produce competitive effects in two distinctive ways:the former will influence the competitive incentives of the acquirer and the later will influence the competitive incentives of the acquiree.When it comes to the minority shareholdings acquisition,the financial right and corporate right are separated,which means the competitive effect of minority shareholdings acquisition has its specialty that distinguishes it from that of full merger.Secondly,it comprehensively discusses the unilateral effect,coordinated effect,foreclosure effect and efficiency of minority shareholdings acquisition and analyzes the factors that strengthen the anti-competitive effect of it.Thirdly,it discusses the tools that could help to quantify the competitive effect of minority shareholdings acquisition,the MHHI and MGUPPI.The fourth chapter is about the regulation of concentration of undertakings on minority shareholdings acquisition,which aims at summarizing the strength and weakness of regulation on minority shareholdings acquisition under various concentration of undertakings system/merger control system in different jurisdictions.This chapter firstly categorizes various concentration of undertakings systems into three main categories,system under formative notification standard,system under substantial notification standard,and system under mixed notification standard.And then it evaluates the strength and weakness of these systems by analyzing whether they can comprehensively identify and regulate the competitive effect of minority shareholdings acquisition.The fifth chapter is about the situation and improvement of China's anti-monopoly regulation on minority shareholdings acquisition,which aims at identifying the current situation of China's anti-monopoly regulation on minority shareholdings acquisition and proposing improvement suggestion.This chapter points out,adopting formative notification standard,China's anti-monopoly system has two deficiencies,that exist in all system adopting formative notification standard:one he hand,identifying the controlling minority shareholdings acquisition is of uncertainty and inefficiency,one the other hand,there is a systematically regulatory gap on non-controlling minority shareholdings acquisition.To improve the system,the legislation should extend the connotation of "change of control",improve the certainty of "change of control" and clarify the evaluation rules of competitive effect of minority shareholdings acquisition.