Disquisition Of International Tender Offer System

After the first Tender Offer case, NanGang Acquisition Case, occured in China in 2003, the research of Tender Offer system was entering into a further stage of case analysis from just theory study. Tender Offer system gave rise to much controversy since it come forth. These arguments involve conflicting points of view. The supporter consider it an innovation of merger and an embodiment of the protection for the minor shareholders' status. Contrarily, the counter' s opinions are that Tender Offer isn' t feasible in China because of the special share structure at present. They think the value of theory should be put into practice more and more than now.The intention of this paper to select this subject is that to make clear the theoretical value of Tender Offer and benefit the choice of China' s practice in Tender Offer. The paper adopt the argumental method of theory research and international disquisition, especially make pragmatic disquisition about the history of China law and practice, and present a careful argument for Tender Offer system finally.The paper is based on a large amount of the literature about the laws of Tender Offer, and after analyzing plenty of practical cases happened in both China and other countries, this paper is hoping to gives an overview of the drawbacks in China' s acquisition laws and activities, thus to give some advices on the present legal system.This paper is made up of three sections, totally 40 thousand Chinese words. The first section is the first chapter, introduces the concept of Tender Offer and states that the concept of acquisition of listed company in this paper refers to the narrow definition of Tender Offer. As the body of thispart, the paper analyze the worth of Tender Offer and insist that the importance of which should not be disregarded.The second section compares the differences in acquisition laws and activities between other countries and summarize a valid argument. At present, there are two patterns of Tender Offer legislation , British and American. The former emphasizes shareholders' equality, while the latter emphasizes the full disclosure of information. Legislation recognizes most shareholders' legal status and influences to make decision. At the same time , they attach importance to the protection for the minor shareholders' status , which has become a tendency of corporations' legislation after World War II. Tender Offer as one of the main M&A method is adopted by the enterprises in developed countries extensively. And it is also concerned by China. The main principle of British and American M&A legal system is consilient, which is mainly used to avoid the discrimination against minor shareholders. The British and American pattern are distinguished from the different emphasis lying in the legal system on the whole.In view of our Chinese characteristic national situations, the third section mainly points out the limitation of China' s Tender Offer. The development of China capital market isn' t ideal, which is Chinese characteristic and has many obvious disadvantages. China also have a short period of Tender Offer system with an incompact legal framework. According to the disquisition, herein lies the keys to the questions. It is reasonable and pragmatic to set up the British Tender Offer system in China to a certain extent. This paper holds that, at an WTO situation, it is also necessary to overcome the obstacles and form the self-style legal and operation techniques system by-and-by.