Study On The System Of Information Disclosure In Takeover Of Listed Companies

Information Disclosure System is the core of securities law and the basis of security issuance and trading. The full and timely disclosure can protect the legal rights of small shareholders, and be beneficial to achieve the principle of openness and fairness and impartiality, and be beneficial to strengthen the management of listed companies, and be beneficial to improve the efficiency of securities markets. Particularly in the takeover of listed companies, the behavior of acquisition is dependent on the relation of the purchaser and the company's controlling shareholder and the managers. In the process, they often infringe the rights of small shareholders through the strength and power that they obtain by use of their status, which make the rights of small shareholders was in dangerous and instability.In order to regulate the act of acquisition and protect the legal rights of small shareholders, western advanced countries successively make law of takeover of listed company centering in information disclosure, establishing the Information Disclosure System in Takeover of Listed Company according with the particularity of takeover of listed company. China has established a fairly complete information disclosure of acquisition and related acquisition system. Particularly in 2006, China Securities Regulatory Commission has newly revised "Acquisition of Listed Companies Management", but it is laggard to the practice development of takeover of listed company and the protection of investor's interests.Drawing on the rules and regulations of foreign listed company takeover disclosure, and following the basic spirit of some related rules and laws in our country such as "Securities Law of the People's Republic of China" and "Measures for the Administration of the Takeover of Listed Companies", this thesis dissertate the theoretical foundation and main contents of Information Disclosure System in Takeover of Listed Company in turn. Adopting deduction and induction as well as comparison and analysis, hoping to be helpful to perfect our country's Information Disclosure System in Takeover of Listed Company. This thesis consists of five chapters except preface and conclusion, about 3.3 ten thousand words.The first chapter is a brief overview information disclosure of acquisition, which discuss the System of Information Disclosure in Takeover of Listed companies in some of application, characteristics by discussing its connotation and extension.The second chapter describes the theories of information disclosure, including legal theory foundation and realistic theory foundation. Chapter two is to pave the way for the contents behind the article.The third chapter illustrates the subject of information disclosure during the takeover of listed companies, The chapter analysis the disadvantage of the Chinese legislation system about the subject of information disclosure during the takeover of listed companies by discussing American legislation.The forth chapter is the main part of the paper. The writer introduces the specific information disclosure system, which includes: larger shareholding reporting system, information disclosure system in tender offer, the information disclosure system in agreement acquisition. By comparison analysis of the disclosure system of acquisition for listed companies.The fifth chapter is the conclusion of my analysis above. It contents the value choice of our country's legislation. In the end, and writer sets up some ideas of perfecting the related legislative proposals.