A Study On The Legal Regulation Of Persons Acting In Concert In The Course Of Acquisition Of The Listed Company

This thesis analyzes the basic theory of persons acting in concert in the course of acquisition of the listed company.It set out the concept of persons acting in concert and the legal characteristics of acting in concert,and compare it with persons of relationship and persons of actual control.Persons acting in concert are with reason on economics in the securities market and administration of the listed company.But it can damage the principle of disclosure,equal,and fairness.So we should regulate persons acting in concert in order to make it realize its economic value in the base of disclosure,equal,and fairness principle.Secondly,this thesis introduces briefly other countries' experiences on persons acting in concert.Thirdly,the thesis analyzes mainly the existing state and problems of persons acting in concert in China.The thesis take the cases of Baoyan and Fangzheng for examples to illustrate the point of that acting in concert is always hostile takeover in China.From this, the thesis found out the limitation of the laws of persons acting in concert in the course of acquisition of the listed company,including four aspects.Firstly,the sources of our country's securities laws are not high.Secondly,the concept of persons acting in concert is not clear in The Securities Law of the People's Republic of China.The putative range of persons acting in concert is too broad when to judge persons acting in concert in The Administration Rule of Acquisition of the Listed Company.Thirdly,the legal obligations of persons acting in concert are not in reason.Fourthly,the legal responsibilities of persons acting in concert are not suitable.At last,this thesis in order to solve the problem of persons acting in concert,using other countries' experience for reference,discuss the perfection of regulation of persons acting in concert in the course of acquisition of the listed company.The thesis suggest that we should regulate the persons acting in concert basing on the actions of the persons who hold stock,relation persons and agencies in order to keep away the cheating actions in securities markets of controlling the price of stocks,insider trading and etc.We should definitude five aspects of regulations of persons acting in concert in The Securities Law of the People's Republic of China.Firstly,the pattern of the regulation of persons acting in concert in the course of acquisition of the listed company should be the combination of the obligations of disclosure of information and mandatory bid.Secondly,we should regulate the actions of persons acting in concert in the form of principle.We should write the principle in The Securities Law of the People's Republic of China.The principle is as following.The stocks of persons acting in concert should regard as one person's stocks. When the proportion of shocks reaches the legal limitation,they should carry out the obligations of disclosure of information and mandatory bid.Thirdly,when define the concept of persons acting in concert,we should use the ways of generalization and specialization to understand the range of persons acting in concert properly.Fourthly,in the aspect of obligations of disclosure of information,we should add more obligations on the common subjects launching acquisition.We should definitude the conditions of disclosure of information and the mode of carrying it out.In the aspect of obligations of mandatory bid,we should add more obligation of mandatory bid on persons acting in concert,add obligations of interior mandatory bid on persons acting on concert,and establish the obligation of answer according to the facts for "DEADLETTER".Fifthly, we should add more responsibilities on persons acting in concert when they do not carry out legal obligations and do insider trading and control securities market.When confirm the civil liabilities of persons acting in concert,we should use the ways of analogy and let persons acting in concert take on quoting liabilities.