Research On The Information Disclosure System Of Tender Offer In China

The tender offer is an effective way to distribute resources through the stock market in a market economy. Since the end of 19 century, US had experienced five tides of tender offer, which fully verified the vigor of tender offer. Because the tender offer system involves the complex interested parties and itself has very high technical nature and the operation, how to establish a set of fair reasonable rules to balance all participants'benefit, and how to practically protect investor's benefit become problems of security law. The overseas mature stock market, in the developing process of hundred years, gradually established the information disclosure system as the basic principle of legal system. Through the legislation, it forces the main body with"the information"legally to disclose the securities information. This not only protects investor's benefit but also is helpful to maintain the market confidence.In the aspect of the information disclosure of tender offer, UK and America are in front row of the world. China introduced this legislation very late. The securities legislation has made a great development through model developed country's mature experience. At present, the information disclosure system is established. However, compared with"London city code on Takeover and Mergers"and"Rule Governing Substantial Acquisition"of England;"Williams Act"of US and"Codes on Takeovers and Mergers and Share Repurchases"of Hong Kong, the laws and regulations in China still have many aspects which should be improved. This thesis attempts to discus some key issues and difficulties in the information disclosure. Comparative analysis, the real diagnosis analysis and the legal history research technique are used. Through the different countries'relevant law's comparison, and combination the new issues emerged in Chinese stock market recent years, we can finally summarizes some suitable suggestions for our country's stock market.This paper, with four ten thousand words, is divided into the preface, four chapters and epilogue.The preface summarizes the purpose and meaning of this paper, and points out main content of this paper.Chapter I is the overview of the information disclosure system of tender offer and the background introduction of initiating this article's question. Firstly, this paper introduces concept and kinds of tender offer. Then this paper analyzed the necessity to set up the information disclosure system in tender offer. Because the tender offer is different from the traditional securities transaction, the information disclosure system related to tender offer must be different from the traditional information disclosure system. Finally, this paper points out that the balance of purchase efficiency and investor protection is the development direction of this system.Chapter II is related to the legislative inspection of the information disclosure of tender offer in UK and America. By analyzing the legislative inspection in UK and America, it summarizes that although both countries'legislative system is different, they stipulated some consistent aspects, such as content, time, and how to protect investor's skill. In the legislative inspection of China, my summarization is that China's legislation has experienced the seed stage, the start phase and the development stage. China has already made a very big progress, but also has the certain disparity in the legislation.Chapter III introduces concrete rules of the tender offer information disclosure system. This part successively divides this system into four stages according to the time. In each stage, this paper firstly carries on the theoretical analysis to this system, and then introduces the overseas relevant legislative situation. Chapter IV evaluates questions which exist in China at present and puts forward on the suggestion for improvement of China's system.In the epilogue, as a conclusion, the paper which is finished after the reform of stock market and explored the information disclosure of tender offer under the new market environment points out some analyses and suggestions. I expect these will have certain value for legislation and the practice of our country.