A Study Of Domestic Legal System For Listed Companies' Merger & Acquisition Information Disclosure

The incidents of corporate mergers and acquisitions have been taken place for five times in the international stock market since the last century, which greatly promoted the prosperity and productivity in the stock market. Along with the economic development in socialist market, the occurrences of M&A of listed companies have grown in a larger number in recent year. In order to regulate the increasing numbers in occurrence of M&A in China, "Securities Law", "Administrative Regulations on Listed Companies Takeover" and other related laws have made in provision, but there are still many problems can be found during acquisition process in practice, which the most found argumentation is aroused by protecting the rights of minority shareholders. As investors, minority shareholders not only build up the foundations of listed company, but also promote the continuous development of the stock market. During the acquisition process period, because of information asymmetry and uneven, minority shareholders cannot access to the accurate information timely, effectively and comprehensively, therefore their legal rights can be easily abused by the acquisitive party who conceived large amount of information, or by controlling shareholder and the management of the target company. Therefore, in order to protect the legitimate rights of minority shareholders, as well as in preventing from insider trading and illegal stock market manipulation, the improvement of obligations in information disclosure of listed company is highly necessary. Whereas of above, this article has used M&A information disclosure regulatory system of listed company as the essential points to start with, also conducted a study on the Protection of Minority Shareholders in M&A cases hence performs an analysis. The following Text is divided into five parts:The first part gives an introduction, starting with an analysis on emphasis the need for protecting minority shareholders' rights of listed company, against the negative effect caused by information disclosure through M&A; then comes to an indication on the current research status within nation and abroad; finally, the researcher places on varies of considerations in used and methodology applied in this paper, which includes historical analysis, comparative analysis and empirical analysis.The second part describes the evolution in protection system for minority shareholders of listed company in china, preventing from the negative effect caused by information disclosure during the acquisition process. By reviewing the relevant laws and regulations over the years, the researcher provides a description on how the information disclosure system has evolved; moreover, through the in depth analysis on "Pan Qi Control G Long March "case, "Zheng Baiwen case, "Yuk Sing Tao acquisition "case, the researcher reveals the current protection system for minority shareholders, together with other considerations on its insecurity and insufficiency due to informative census under tender offer, acquisition by agreement, as well as anti-acquisition behaviors in china.The third part introduces the use of comparative analysis, by doing researches on information disclosure system for foreign listed companies through Mergers and Acquisitions, the researcher hence proposes an improvement on legislation contents for uses in China, based on those foreign experiences.The fourth part explains how to protect minority shareholders' rights from negative effect on information disclosure on theoretical basis, which includes the incomplete information theory for stock market, theory of efficient capital market hypothesis, high cost information theory in stock market, fairness theory, as well as theory of fiduciary duty and other jurisprudence theory.Finally, the fifth part provides a number of recommendations on the need for improving the system in protecting minority shareholders' rights of listed company, against the negative effect caused by information disclosure through M&A. this mainly involved with improving the information disclosure system for concerted action mover, completing the obligation requirement from both parties at information disclosure in tender offer, reforming the information disclosure system for acquisition by agreement on negotiation phase, as well as ameliorate the information disclosure system for anti-acquisition.