Study On The Protection Of Shareholders In A Share Swap In China

Stock-for-stock merger is an important way of M & A, and it is playing an important role in Chinese M & A practice. However, there is rarely any analysis in the legal aspects in theory. Based on a detailed analysis for the stock-for-stock merger from practice to legislation, this paper discusses the issues about shareholders protection in stock-for-stock merger, proposes own thinkings and improvement suggestions.This article is divided into five parts:PartⅠ, introduction. The writer describes the origin, value and research purposes of this paper. As the theoretical research is rare, the study has a strong practical value and theoretical value. In research methodology, this paper adopts theoretical analysis, empirical research, comparative studies, historical analysis, which is a multi-angle study. This paper adopts this writing and analytic circuit, theory defined - empirical researches - legislative investigations - improvement suggestions.PartⅡ, the basic legal issues of stock-for-stock merger. This chapter analyses the basic legal issues. Firstly, this chapter defines the concept to be discussed - stock-for-stock merger; Secondly, this chapter describes characteristics and value of the merger method; Finally, this chapter analyses the need and theoretical basis for shareholder protections in convertible merger, laying foundation for later part for shareholder protections.PartⅢ, the empirical study on the stock-for-stock merger. Starting from some typical cases, this chapter analyses the issue of shareholder protection in convertible merger. Subsequently, this chapter does some theoretical interpretations and analysis for the practical and legal issues, and sums up the difficulties and problems in the practice of shareholder protections in stock-for-stock merger.PartⅣ, the legislative study on shareholder protections in stock-for-stock merger. This chapter studies and analyses shareholder protection legislations from three aspects - the corporate governance provisions under the legislation, the security legislation provisions and the relief mechanism, reflecting the current situation and shortages of the protection of shareholders in stock-for-stock merger.Part V, the improvements for shareholder protection mechanisms. Based on the research and analysis in the third part and the fourth part, this chapter puts forward a sound proposal for shareholder protection mechanisms .This proposal is discussed from six aspects: perfecting cash option in the stock-for-stock merger, regulating insider tradings in the stock-for-stock merger, ensuring the exchange ratio objective and fair, improving the stock-for-stock resolution in general meeting of shareholders, improving the information disclosure mechanism and improving the rights of shareholders in the relief mechanism.