Research On The Legal Regulation Of Tender Offers Of Listed Companies In China

Retail investors buy shares, the main purpose is to receive dividends, a dividend or through a securities trading market to earn the difference. The tender offer to purchase shares of the acquirer is not the general market investment speculation behavior, he is required to the target company's shareholders to pay cash or other securities, the acquisition of their hands held by the target company's shares to acquire the target to achieve dominance companies. Based on this, the tender offer the target company's behavior will have a significant impact on production and operation in the target company, will also be a result related to the target company shareholders, especially small and medium-sized shareholders. At the same time, as China's share reform carry out step-by-step, non-tradable shares to be in circulation, offer a more favorable market environment, it is necessary to offer to become in China's capital market mergers and acquisitions important way to enhance the autonomy of the main capital market, and protection of shareholders of listed companies, especially small and medium-sized shareholders.Britain and the United States and other countries specifically formulate the company's tender offer laws and regulations, from the tender offer purpose, tender offer conditions, the offer price, offer for the acquisition of content, information disclosure, shareholders and other aspects of equality ,and had a very comprehensive and complete provisions ,and has been formed in a unique mode of regulation of tender offer and adjust an effective capital market order and conduct of listed companies offer, it is worth to study and learn for us. China's offer of legal supervision is not perfect, in addition to "Securities Law" and "acquisition management practices of listed companies" to carry out the relevant provisions, has not yet form a complete monitoring system, various aspects of the provisions is not mature enough at tender offer from the aspect that there are still a lot of defects. With China's market economy developing, shareholding structure of listed companies are constantly changing, the securities market transactions will also be more frequent, the tender offer is to be an important selection acquire the stock. Therefore, we should strengthen the tender offer legislation to regulate research, the protection of a reasonable, effective legal regulatory system will help offer a legitimate act of running, but also conducive to the protection of the target company's shareholders, especially small and medium-sized shareholders. For tender offer supervision, the following have some problems to be solved: the definition of tender offer in our country and difference with acquisition protocol? In Britain , the United States and other countries in the listed companies offer monitoring system design? What are the world's major regulatory model ? What our country should take according to country-specific conditions? In the tender offer how to regulate information disclosure? How to achieve equality? How to regulate changes and withdrawal in the tender offer?In this paper, based on a comparison between China and the West and comparative analysis and qualitative analysis, related to the legal control system in a specific comparison, pointing out that there are many defects in our country offer legal supervision of the existence of in the laws of our country offer regulatory system , setting up a number of suggestions.The text is divided into four parts:The first part, overview of listed companies. simple expression for the meaning and characteristics of listed companies offer, comparing with acquisition protocol; Secondly, in China ,Britain and the United States the relevant laws and regulations are introduced, summing up the shortcomings and deficiencies of the listing companies offer.The second part, the mode of regulation for the listed companies offer. Based on legal supervision system design of the listed company offer, summed up two modes: pre-declaration system and prior Approval System, the characteristics of each model were analyzed; Secondly, a detailed analysis of our country at the listing offer position, as well as the recommendation of legal supervision.The third part, information disclosure of the listed companies in the tender offer. Full disclosure of information principles and the principle of equality of shareholders of listed companies are in the tender offer regulation the most important principle. This part analyzed generation, its importance and demands for the disclosure of information; Secondly, separately from the shareholding disclosure and the disclosure of the offer it is discussed that our country exist some deficiencies in the tender offer disclosure; Finally, discussed the civil remedies for the disclosure of false information in this paper, set up the essential rationality of civil relief for false information disclosure circumstances.The fourth part, a listed company's shareholders equal. Exposed the law related to shareholders equal, introduction of national, summed up the main elements of equality in the tender offer, finally, analyse a system of law .The fifth part, changes and revocations of the listed companies offer. Combinating the legal requirements of listed companies of the tender offer in Hong Kong and Taiwan and other regions of to limit the need for change, as well as the revocation of an offer to acquire the specific circumstances of the necessary exposition.In this paper, according to China's capital market development, it is to explore great practical significance. Equity market liquidity of shares and long-term non-tradable shares. divided, our country has seriously hindered the development of the capital market, making the listed companies offer at our country has been unable to fully operational and effective. Share reform gradually achieve, not only China's capital market standardized, but also a fundamental solution of China's listed companies offer institutional deficiencies. This article hopes to change at this historic opportunity, the tender offer for listed companies to carry out many of the substantive to the listed companies hoping to offer our country the legal regulatory efforts.