Research On Law System Of Take Over Of Listed Companies In China

Acquisition of listed company is a very important title transaction and it can optimize economic resources in market economy. However, It has just begun to attract people's attention in China in 1990's. The law system of it is immaturity, so how to set up a fair and proper law system of China's Acquisition of listed company becomes an urgent and significant project. Beginning with the practice in China's securities market and in relation with the maturity legal system in other countries, this thesis explores some theoretical and practical problems in acquisition of listed company, it also gives some advice on how to perfect China's law system in this field.This thesis intends to deal with the subject in 3 parts.The first part is the summary for the China's acquisition of listed company. At first, giving a brief introduction on acquisition of listed company. Then explained the overview of the legal system of China's acquisition of listed company in three aspects: development, current situation and defect of legal system. This part has established the foundation for the explanation of the following text.Second part is a discussion on the way of China's acquisition of listed company, making a comprehensive analysis on tends offer and agreement acquisition. In the other hand, it gives some suggestions of improving according to the situation in our country. Finally, it expounds the relation between the two ~ tend offer can't involve agreement acquisition, but agreement acquisition can involve tend offer.The third part is the discussion on perfect the legal system of China's acquisition of listed company. It expounds three areas as unanimous action, anti-acquisition, and agreement acquisition, and puts forward some legal suggestions to perfect China's legal systems in acquisition of listed company. There are five following suggestions on the improving of unanimous action in this text: First of all, the principle of unanimous action should be accepted in china' law; Secondly, the action way and the range of theaction subject should be defined; Moreover, the proof of the unanimous action should be clarify; Moreover, the right of damage compensation should be given to investors; Finally, the stock exchange between the joint actors and other shareholders of targeted company can't be regarded as invalid only because of the inside trade. This is mainly for protect the order of the stock market. Perfect of Anti-acquisition mainly include tow aspects ~ mode selection and the duty of directors. In the section of protection of relevant interests subject in acquisition of listed company, why and how to protect the interests of minority stockholders', creditors and workers is be discussed.