Research On Mandatory Tender Offer Legal System

The continuous development of the company system, so that the system of the listed companies acquired experience from scratch, evolving history. As the sophistication of the securities market, the acquisition system of the listed companies has a single simple gradually took on a complex and diversified trends. Acquisition of listed companies, refers to the buyer through a variety of ways on a company's actual behavior of the control. The acquisition is the development of the market economy to a certain stage of the product. Forced to offer system refers to the investors hold a listed company's voting shares reached legal ratio (usually a statutory control over the scale), it should do so by law to all shareholders of listed companies to purchase its shares held by the hands, unless such statutory authorities. "Through a large number of listed companies to issue shares aggregate social capital, making the company an idle acquisitions of other instruments such as the large number of stakeholders. The company acquired for the acquired company, target companies, shareholders, especially target shareholders influence, even for the entire capital market, and even social economy as a whole will have a major effect. Because of the market structure, the company's equity distribution, and so countries is different, and Governments in policy differences in different countries to force to offer system specific provisions in the many differences. Listed company is the stock market the product, the company acquired many economic motivation, but from a legal perspective, the company acquired is the acquisition of people in order to obtain the target company's holding position or to target companies in the future merger, or acquisition of his company ownership, or become the owner of the assets of his company. In our securities legislation, mandatory bid has been clearly defined, but which in theory and practice of vigorous discussion has. For historical and practical reasons, China's medium and small investors are in a disadvantaged position, related protection and small investors of the lack of institutional facilities and not perfect, so that the legitimate rights and interests of small investors face the embarrassment of protection. The company acquired this status, the balance of the game, from many angles to establish and improve the protection of the system, and small investors are considered vulnerable and small investors, to protect their legitimate rights and interests of the key. Therefore, considering our history and reality, establishing a mandatory bid, the institutional protection of small shareholders of equal treatment for men and women, is absolutely necessary and feasible to maintain substantive fair securities market. This article, I will be forced to offer system of basic overview, a comparison of international legislation, as well as the system in China's development and operational analysis and interpretation, and according to the stock market's background and related legal situation made for compulsory offer system of perfection.Specifically, in addition to the introduction and conclusion, this article is divided into four parts.The first part is an overview of mandatory tender offer system. First,this article describes mandatory bid and the system of basic characteristics of a detailed analysis; Secondly, by almost describes the development and status of the system, dating back to its historical origins; once again, on supporting and opposing force to offer system of different doctrine summarizes and summary, pointed out the value of the system. Preliminary discusses mandatory takeover of some of the basic problem, as described below in further analysis and discussion.The second part, describes the part of national and regional legislation, mandatory takeover. The UK is the birthplace of this system, aims to ensure that all shareholders in the acquisition of a fair and equal treatment for men and women; the EU after years of intense debates, eventually the system clear legislative provisions, requires the Member States establish comprehensive offer system; and the China Hong Kong region on this system, in reference to British rule, more scientific and classical. Through this study, so that the system of understanding more intensively.Part three, article on mandatory bid for basic content analysis of specific, first of all, the body of the system for mandatory takeover of principal refers to the acquisition of trading parties, namely, the buyer and the target company's shareholders, both as the acquisition of offeror and the offeree. Secondly, the introduction of a mandatory takeover obligations of conditions, that is, under what conditions will result in mandatory takeover obligations apply; again, describes forced to change, withdraw and limitations, which focuses on the analysis of the force to change and cancellation conditions, as well as clear up to treaty commitment period; and finally, describes the mandatory tender offer expiration of the legal consequences, if you purchase failed, when the acquisition can be re-issued takeover? if the acquisition is successful, will lead in turn to how the legal consequences of this part of the? by relevant national and regional legislation and practical experience, through horizontal comparisons and analysis on these issues be discussed specific interpretation and, to make the regime in its entirety to clear rendering.The fourth part, focuses on the compulsory offer system of legislation and practice of the adoption information disclosure requirement is in a disadvantaged position of small shareholders give special protection to ensure that the acquisition of listed companies in the process of transparency and fairness; at the same time, to force the bid of substantive rules for primary analysis of the offer and takeover by, the validity, takeover price, on mandatory takeover of the exemption rules which give a comprehensive picture of the system in China about the legislative situation. Finally, on the basis of the preceding analysis, the article pointed out in the legislation and practice in our country in various deficiencies, such as on mandatory takeover obligations do not trigger definition of reasonable, the provisions of the exemption in there are also some problems, for these problems, the author proposes a series of recommendations to make of acquisition activities more standardized, so that the legitimate rights and interests of small shareholders and is protected to ensure that the entire stock market more healthy and orderly running.