Study On The System Of Information Disclosure In Takeover Of Listed Companies

Information Disclosure System is the core of securities law and the basis of security issuance and trading. But the Traditional Information Disclosure System can't satisfy the need of protecting the investors and preventing fraud in securities market effectively because of the particularity of takeover of listed company. In order to meet the need of development of practice in company takeover, western advanced countries successively make law of takeover of listed company centering in information disclosure, establishing the Information Disclosure System in Takeover of Listed Company according with the particularity of takeover of listed company. Our country' legislation of Information Disclosure in Takeover of Listed Company is in the relative lag, so it is disadvantageous to the practice development of takeover of listed company and the protection of investor's interests. This thesis dissertate the theoretical foundation and main contents of Information Disclosure System in Takeover of Listed Company in turn, adopting economic analysis and comparative analysis methods, hoping to be helpful to perfect our country's Information Disclosure System in Takeover of Listed Company. This thesis consists of five chapters except preface and conclusion, about 4.8 ten thousand words.Chapter one analyzes the Information Disclosure System in Takeover of Listed Company from economics and jurisprudence perspective. The purpose of this chapter is to provide theoretical foundation for the following parts.Chapter two researches the legislation of various countries in Information Disclosure System of Takeover of Listed Company, and summarily discusses the main contents of Information Disclosure System in Takeover of Listed Company.Chapter three to Chapter five respectively discuss three components of Information Disclosure System in Takeover of Listed Company froma comparative perspective, that is Early Warning Disclosure System; Information Disclosure System of Purchaser; Information Disclosure System of Directorate in the Objective Corporation.Chapter three firstly analyses the value orientation of "Early Warning Disclosure System", then puts forward some suggestions of improvements for our country's legislation, referring to foreign countries' rules about critical line, acting persons in concert and contents of disclosure.Chapter four firstly probes into the comparison of two kinds of company takeover and put forward our country's choice of way of company takeover under the separated state of China's stock market, then discusses the information disclosure requirements of tender offer and agreement takeover respectively from a comparative perspective.Chapter five discusses information disclosure requirement of directorate in the objective corporation to offer independent opinion, correlative information and to disclose information about negotiation of company takeover respectively from a comparative perspective.