Studies On The Legal Issues Related In Corporate M&A

Corporate Merger and Acquisition(M&A) is the combination of merger of companies,acquisition of assets and acquisition of stakes.In the strict sense,it is not a legislative concept but a common term in the field of economic and law.As an economic instrument which can optimize the allocation of resources,enhance competitivness and achieve economies of scale,corporate M&A has been widely accepted by company decision-makers and performed in practice.In order to find more questions and then bring up preliminary perfection opinions,in this paper,we attempted to explore fully the theories about M&A from legal aspects.Company,as an enterprises form,compared to other enterprises forms,owns characteristics including representative,advanced and normative. So,in this dissertation,we lay special emphasis on M&A activity in which company as the main body and believe this will be of certain reference value to M&A activity of other enterprises forms.This dissertation is formed by three parts:introduction,the text and conclusion.There are four chapters in the text as follows:Chapterâ… discusses the basic theories of corporate M&A.Firstly,the implications of corporate M&A were expounded,which indicated that corporate M&A is the combination of the following three legal acts:merger of companies, acquisition of assets and acquisition of stakes.Some conceptions which was related and easily confused were clearly defined,such as "Consolidation","Merger","Acquisition", "Take Over","Tender Offer" and "Merger and Acquisition".Secondly,according to different standards,corporate M&A was classified to several classes as currency M&A,stocker M&A and combined securities M&A,the others are cross-border M&A and domestic M&A,acquisition of goodwill and hostile takeover, compulsory acquisition and latitude acquisition,open acquisition and closed acquisition, listed company acquisition and non-listed company acquisition,and so on.Chapter 2 is about the basic contents of corporate M&A.The author lay special emphasis on empirical analysis of legal system about M&A in this chapter.Three major components of corporate M&A including merger of companies, acquisition of assets and acquisition of stakes were discussed in detail from aspects of legal concepts,characteristics of law,proceedings of law and legal effects.Also inadequate legislations in these aspects of china were pointed out and some proposals to perfect them listed.Chapter 3 is about the legal protection of interest from all parts in corporate M&A.The author turned emphasis on value judgment of legal systems about corporate M&A in this part.Legal protection issues about conflict of interest in corporate M&A and separation of merger of companies,acquisition of assets and acquisition of stakes were studied and judged in detail respectively.And some suggestions were made for legislation of our country.Chapter 4 is about the design to establish sound legal system in corporate M&A of china.Problems existed in legislation about M&A of china were analyzed,such as lack of systematicness,incomplete content,taking principles too seriously and effectiveness of low-level and so on,and also problems existed in M&A practice as regulatory uncertainty and serious interference by the executive.At last we made suggestions to establish sound legal system in corporate M&A of china,considered that an integrate basic law system should be established and other laws and regulations related to corporate M&A should be improved.At the same time,three basic principles of the autonomy of the will,equity and efficiency and anti-monopoly should be established firmly.