Restruring Of The Legal System In The Share Exchange

Chinese companies M & A have a variety of ways, in addition to the traditional merger, the company absorb the system, it also includes the offer, the acquisition agreement, compulsory acquisition, merger, convertible merger, business transfer system, to increase their investment and other third party distribution system. Diversified system is designed to market M & A mainstay has provided a comprehensive and circumspect choice. However, compared with other methods in terms of corporate restructuring, stock exchange, stock transfer system more conducive to the pursuit of business groups and other convenient and efficient restructuring goals, has gradually become re-listed companies abroad, the approach generally. Although the two systems in our country has not yet been established, but the "Company Law", "Securities Law", "anti-monopoly law" and other laws and regulations have been revised and promulgated the new law system in our country for the implementation of certain pre- The system is applicable to space, to be addressed at present is to further clear the barriers of existing legislation to strengthen theoretical study and perfect the system related details for the share exchange, stock transfer system in China provide a good legal environment for transplantation.This research is based on "Literature", "comparative analysis" means to "Zhengbaiwen" restructuring case for the perspective of the legal system because of the absence of which led to the restructuring of inefficient and unfair restructuring triggered by the parties to disputes to exchange through import shares, stock transfer system, to improve the current system of corporate restructuring practice in the absence of problems. Through the merger of the United States and the inverted triangle triangular merger system, Japan's stock exchange, stock transfer system introduced, and further understanding of our laws in this field imperfections and analyze the extra-territorial legal system the possibility of migration to our country, feasibility plasticity.This paper is divided into three parts. Introduction describes the problem originated, reviewed domestic and international mobilization theory, and explain the theoretical framework and research methods. The first chapter of "Zhengbaiwen" re-start the case, to clarify existing laws related to our merger and reorganization of the basic types of companies, shows that our need to import the stock exchange system, exchange of shares in the introduction, the concept of transfer of shares, characteristics, and other recombinant systems comparison. Chapter legal standing height, from the fairness and efficiency values of shares on the exchange system to measure the value of location, through the merger of the United States and the inverted triangle triangular merger system, Japan's stock exchange, stock transfer system profile, explain its implanted in the strategic significance of China. The third chapter discusses the legal requirements of the system migration of soil, our existing laws, regulations, mainly corporate law, securities law, antitrust law, tax law provides for the introduction of stock exchange system, which could be appropriate environment. Finally the previous analysis, based on the conclusion, stock exchange, stock transfer system in China's construction, need to coordinate all parties (companies, shareholders, creditors, etc.) of interest.