Comparison And Research On The Law & Regulation Of Acquisition Of A Listed Company

An acquisition of a listed company is a way of purchasing a company's share outside of the stock market in order to acquire or strengthen the control of the target company. Comparing with other countries, the Chinese definition of acquisition still needs to be improved in terms of behavior subject, behavior object, venue, object and subject etc. There are 4 basic principles of acquisition: openness, equality, fairness and efficiency, based on which there are derivative rules like equal treatment of shareholders, information exposure and protection of medium and small share holders' profit to regulate listed companies' acquisition activities.In China, there are two ways of acquisition: agreement acquisition & bidding acquisition, agreement acquisition is almost the only successful way of acquisition. There are also rules about agreement acquisition in Britain, the U.S and Australia etc. Due to the specification of the acquisition object, information non-transparency, other shareholders normally cannot share stock premium. As this rule violates the principles of openness, equality, fairness and efficiency, it will be gradually cancelled with the full implementation of state-owned stock's circulation. Bidding acquisition treat all share holders equally and has become the major mean of acquisition in all countries. Chinese bidding acquisition must be in line with international practice.Laws in different countries generally do not prohibit anti acquisition. Whereas there are disagreement about whether the decision of anti acquisition should be granted to share holders' meeting or boarding meeting. Countries represented by Britain give the decision to share holders' meeting while do not allow board meeting to make this decision; countries represented by the U.S give the decision to some extent to board meeting, who can decide anti acquisition.