Study On Leagal Problems Of Tdnder Offer Of China

Tender offer, one of the most important types of acquisition in the worldwide securities market, issues to all the shareholders openly in order to control the target. The vital character of tender offer is that all the shareholders gain the information equally, then the shareholders free to make decisions. So it is thought as normative and complete marketed acquisition method. Due to the long separation of stock as well as the non-mature of our capital market, up to now, about ten cases have happened, since 2003, when the first Tender Offer case happened—Nan gang acquisition case. With the accomplishment of the reform of non-tradable shares, the un-circulated stock can be circulated, which will result in the foundation of the market-driven system. The behavior of listed companies' tender offer, therefore, will experience the profound transform.Here, based on the study theory of Tender Offer both in China and the western countries, combined with the reform from 2005 in capital market,this paper will summarizes the transformations of the Tender Offer by the way of demonstration analysis, and the quantitative analysis.As to the study of tender offers, this paper resolves the following problems: How to define the concept of tender offer in our country? What can we learn from the mature experience of the west? How does the listed company change? With the market of tender offer, how do the relative rules and regulations perfect? How to further perfect the offering purchasing rules?Based on the above problems, this thesis deals with tender offer of the listed company of China in four parts. Chapter One:General introduction of tender offer. Mainly to introduce and comment on the legislation of different countries, the concept, characteristic, classification, basic principles and value of tender offer. Through the discussion of this chapter, form a solid foundation for further discussion. In the second and third chapter, some typical cases of tender offer are presented.These cases, including Nangang Acquisiton Case and French SEB Company to buy Zhejiang sube'r company shares. The first one made us recognize the marketized tender offer, and the second one, aiming to privatize the publically listed firms and streamline connected transactions on the market, was one of the land marks in China Stock Market. Chapter four, Through discussion of the previous three parts, this part mainly centers on the defects and perfection of our legislation on tender offer. In the end, to make the research more accurate and credible, all the concepts are invoked from existing regulations.