On The Protection Of Shareholders' Interests In Tender Offer

When tender offer has increasingly become an important method of corporate acquisition, the protection of shareholders' interests in the process of tender offer has been the focus. Based on the value theory and general jurisprudence, this thesis will compare the legislations on protection of shareholders' interests in different countries, and make some research and analysis of the mechanism of protection of shareholders' interests. This thesis is divided into five chapters:In Chapter â… , the author will focus on the internal relations between tender offer and the protection of shareholders' interests, examine the theoretical foundation of the protection of shareholders' interests in the process of tender offer, and then point out the invincible shortcomings of the tender offer, so as to reach the conclusion that the protection of shareholders' interests is the key issue of the legal systems of tender offer in different countries.In Chapter â…¡, Chapter â…¢ and Chapter â…£, the author will analyze in details several major mechanism of the protection of shareholders' interests in the process of tender offer: information disclosure mechanism, compulsory bidding mechanism, defense to acquisition and its restriction. In respect of information disclosure mechanism, the author regards it as a basic legal mechanism in stock and exchange law and all major information relevant to tender offer shall be disclosed sufficiently. The author also analyzes the nature and functions of information disclosure and points out the disclosure shall satisfy the legal criterion of trueness, accuracy, sufficiency, and update. As for the content of information disclosure, the author has researched different legislations in aspects of share-holding disclosure of majority shareholders and information disclosure of launching acquisition respectively, in order to analyze the shortcomings of PRC Stock and Exchange Law in respect of provision of information disclosure and the aspects to be improved. With regard to compulsory tender offer, since it is the most heat-debated and abolished issue in corporate acquisition, the author firstly analyzes the positive and negative effects of compulsory tender offer, and examined the different choices in this issue between the US and the UK legislation, then points out the establishment ofcompulsory tender offer is the acknowledgement of historical trend and will facilitate the protection of shareholders' interests. However, in some concrete provisions, such as the subject of compulsory tender offer and the condition of the exemption of compulsory tender offer obligation shall be subject to further improvements. In respect of defense to acquisition and its limitation, the author points out, under certain circumstances, the target company has the need of defense to acquisition. However, it is possible for the manager of Target Company to abuse his rights for safeguarding the existing interests in the process of defense to acquisition. Therefore, the regulation of defense to acquisition is then necessary. The author has also made in-depth analysis of the cause of defense to acquisition, the positioning of managers of Target Company in defense to acquisition, and the act restriction of managers of Target Company in counter-acquisition. The author then points out the shortcomings in the current legislation and the aspects to be improved.