Research On Legal Issues Of Shell Resource Transfers Of Listed Companies

Shell resource transfer as the first key to backdoor listing, is the most important factor for successful public financing of company. Shell Resources refer to those companies which are small in size,having poor performance or with operational difficulties. The entity with strong profitability, better management ability and high quality asset who obtained a shell through transfer would take the control of a shell company. As a result, the purchaser would expand greatly financing capacity and the shell company due to the changes of corporate control would gain improvement of corporate governance,adjustment of industrial structure, significant enhancement of business performance and profits. Meanwhile, it would be beneficial to the nation to construct multi-channel capital market and multi-level financing mechanism and adjustment of industrial structure and optimization the allocation of resources. Therefore, encouraging and developing the legal transfer of shell resources are high helpful to the society and nation. However, the transfer would involve a wide range of social problem, it will lead to changes of legal relation. Different rights and obligations would be reflected mainly on both sides in the holding companies. Purchasers are the most important legal entity, whom the economic entity as long as having civil rights and investment capacity and without legal prohibitions would be. The voting shares with free flow is legal object and the holders of the shell companies are the other legal entity. Achieving controlling company, there have primarily forms below, purchase in secondary market, paid transfer, free transfer and judicial auction. Takeover agreement is the most common forms of acquisition in the practices, and takeover bid is the most standard and transparent way of acquisition, which will stand for capital acquisitions of the future direction in China. It is no question that information disclosure is the most effective method of guarantee fair and safe transfers of shell resources. Disclosure obligor includes mainly purchasers, persons acting in concert and management director of shell companies. The purchaser is the most important obligor of information disclosure, who focus on the disclosure of change information in share-holding and holding information. They have to bear the corresponding responsibility in breach of disclosure obligations. It is effective measures to curb violations by improvement information disclosure of civil compensation system, enhancement the cost of non-compliance penalties and obligation of corporate supervision.