| Takeover of listed companies has always been one of the most spectacular and exciting topics in the field of economy. And now it reaches its fifth upsurge. Some economists predicted that this upsurge would persist at least in the first decade of 21st century. Since the security market of China is a burgeoning market, where takeover of listed company has just emerged, many relevant legal problems need to be dealt with and resolved. In the face of this situation, I choose "Rule and Innovation of Takeover of Listed Companies" as the subject of this thesis. The thesis concentrates upon two major clues, RULE and INNOVATION of takeover of the listed companies in China, attempting to convince the readers of the following three viewpoints: 1. Generally speaking, takeover of listed companies shall be carried out in line with the Securities Law. And any reckless behavior in this field would not only result in the disorder of security market and the suffering of most investors, but also violate the fundamental principles of the Securities Law. The Securities Law would not let it be. It is a basic assumption between management and investor that takeover of listed companies shall be ruled by law.2. Although the Securities Law has made a great breakthrough in making rules governing takeover of listed companies, the relevant provisions is still quite brief. The laws and regulations we have had can't meet the need arising in dealing with various kinds of complicated takeover of listed companies. Under this circumstance, we shall make reference to those developed countries for successful legislative and practical experiences in takeover of listed companies. This will be helpful to improve our legislation and save us lots of efforts.3. It is impossible for legislature to avoid "posterority" in the Securities Law and the relevant provisions, as well as any other law. So it is indispensable to make necessary amendment and innovation. The purpose of innovation is to regulate all the social relations concerned in takeover of listed companies. Put it another way, the only standard of successful innovation is that it must be in accordance with the rules of market economy, and capable of propelling the development of security market and national economy.This thesis consists of five chapters:Chapter OneThis chapter outlines the fundamental concepts, essential features and development trend of takeover of listed companies. As the most advanced form of ownership transaction, takeover of listed companies is of great importance, either theoretically or practically, to strategic restructuring of state-owned economy, realizing the reorganization of ownership, optimizing the allocation of resources and establishment of a modern enterprise system towards 21st century.Chapter Two In this chapter, on the basis of a comparative study of the different takeover of listed companies systems of USA and UK, the following is proved to be advisible to us:1.Takeover is an efficient means of utilising capital, and takeover of listed companies is helpful to optimizing the allocation of resources, adjusting industry structure and approving management arts;2.In takeover of listed companies, the role of law is to provide agreeable circumstances in which investors can enjoy ample information and make judgement and decision by themselves;3.Emphases shall be placed upon disclosure of takeover offer and the relevant information. Each investor, no matter how many shares he has, shall have the same access to information to protect his rights and benefits from damage;4.Legislation shall avoid setting obstacles to fair and bona fida takeover transactions.Chapter ThreeThis chapter is mainly about the great breakthrough in takeover of listed companies Chinese securities law has made. The breakthrough has two aspects:1. Legislature has adjusted and standardized some restrictive provisions not complying with practices and some nonstandard operational procedures;2. Legislature has embodied the takeover-encouraging policy in... |
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