Study On Legal System Of Tender Offer Of Listed Company

As the main way of M & A on international securities market, Tender Offer means buying shares directly and getting control power without the agreement of the management staff of the target companies, which is liked by most buyers.After the promulgation of "Regulations on M & A regarding listing companies", "regulations on information release of the change of shares holders listing companies", several tender offer cases have occurred such as Nanjing Iron&Steel Co.Ltd., Chengdu Commercial Co.Ltd., Jianghuai Engine Co.Ltd., and Yaxing Bus Co.Ltd.. With the improvement of governance on M & A and the development of our securities market, Tender offer will be more and more popular and become the most popular used way.This article is to study how to protect the benefits of middle and small shareholders in the process of tender offer implement by normalizing the behavior of tender offer and referring the international legislation on tender offer.Comparison law, Law Explanation and relative cases are used. This article includes 4 parts:Chapter 1: General introduction of tender offer. Mainly to introduce and comment on the legislation of different countries, and advise to work out anti-monopoly law as a way to improve our legislation system on tender offer.Chapter 2: Legal regulation on information release of tender offer. To discuss it from buyer, actors, management staff and big shareholder aspects, and prove the necessity of regulations on information release to the protection of middle and small shareholders. Some relative suggestions are put forward. Chapter 3: Legal regulation on behavior of tender offer. To discuss how to regulate the behavior of buyers and the management staff of the target companies in the process of tender offer, some suggestions are put forward referring the international legislation experience.Chapter 4: Cases analysis. To introduce some tender offer cases including Nanjing Iron&Steel Co.Ltd.,Chengdu Commercial Co.Ltd.,Jianghuai Engine Co.Ltd.,and Yaxing Bus Co.Ltd., and comment on them.