Legal Research On Takeover Of Listed Company

China securities regulatory commission enacted "the takeover of listed company administrative code" On September 28th, 2002, which was considered as a milestone in domestic securities market. Since the enactment of the code, sums of takeover of listed company exceed the sums of IPO in domestic securities market, the function of securities market to optimize collocation of wealth was strengthened, efficiency of takeover of listed company were advanced largely with the consistently consummating of relevant regulations and practices of takeover of listed company in domestic securities market has been developing on a new stage.But, it only means that we just stepped into the right path of the development of securities market. The statistics of overseas study institutions indicated that the rate of failure concerned takeover of listed company in completed securities market was as high as 60%, which means the rate of failure concerned takeover of listed company in domestic securities market may be higher. Since the recent two years, the development of domestic securities market gradually enter into a period of no-increase and no-decrease, kinds of problems related to takeover of listed company were revealed more and more, so, thoroughly studies takeover of listed company in domestic securities market and helpful suggestions about consummating regulative system of takeover of listed company are highly necessary. This is the context and intentions of this dissertation.This dissertation contains six chapters.Chapter one defines the concept of takeover and acquisitions of listed companyand comparatively analyses differences between takeover and acquisitions of listed company and others relevant terms such as merger, stock right acquisition, asset acquisition, etc., and discussed the basic principles of takeover of listed companies that mainly including three principles: one, the principles of shareholders of target company having equal treatment; two, the principles of mandatory takeover; and three, the principle of disclosing the information.Chapter two mainly studied the successful experiences of America and England in regulating takeover of listed companies and the regulations systems of securities law. Trying to learn useful experiences that at the same time suit Chinese situations from these developed western countries in order to develop our regulations system regulating takeover of listed company.Chapter three introduced practices of takeover and acquisitions of listed companies in the early stage and in recent years in domestic securities market and also discussed the development of regulations system in regulating takeover of listed company, pointed out the defects in the present system of takeover of listed company regulations.Chapter four focuses on present legal system on takeover of listed company by offer. Takeover by offer indicates the action for purpose of gaining or intensifying hegemony or control right to a company, sending out takeover offer of purchasing its shares issued at all target company's shareholders and purchasing its shares. Takeover by offer is provided with publicity, equitableness legal time limit, and exclusivity. According to different criteria, takeover by offer may be divided into voluntary takeover by offer, compulsive takeover by offer, whole takeover by offer and partly takeover by offer.Chapter five focuses on present legal system on takeover by agreement. Takeover by agreement is one the two forms definitely stipulated by securities law of the People's Republic of China and the takeover of listed company code. But the provisions about takeover by agreement in the takeover of listed company code are too simple to satisfy the changes of situations of securities market, it needs to be consummated.Chapter six mainly puts forward legislative suggestions. It analyzes the tenet legislation of takeover of listed company shall abide in our country and put forward following legislative suggestions: (1) provisions regulating voluntary takeover by offer, compulsive takeover by offer, whole takeover by offer and partly takeover by offer shall be stipulated in the code separately and specifically; (2) to enhance the protection of shareholders' rights of target company by straining the regulation of buyers in takeover of listed company and regulation of managers of target company.