Listed Companies Tender Offer Legal System Research

Along with the surge and development of corporate acquisition in the world, corporation takeover has become an important means of enhancing the configuration of social resource and realizing the adjustment of industrial structure and the expansion of economy. As a typical means of acquiring corporations, listed company acquisition is a security exchange transaction that essentially aims at gaining the control of a company. Tender offer is a main form of listed company acquisition. Compared with agreement acquisition, tender offer has the characteristics such as openness, fairness, legal term, and exclusion, all of which enables security holders to make an independent choice based on the legal display system of information, helps to prevent underground transactions, and protects the benefits of all shareholders and especially of small shareholders. With all these advantages, tender offer has been considered a normative model of corporate acquisition and become the major acquisition means in the world security market.Presently it is still arguable whether tender offer has benefited the offeror, target corporate and even the whole economy. At the same time when we should based on the objective principle advocate and encourage the advance of the regulating system to folly develop its positive impact, we should also stress on regulating, preventing and managing the problems that may be incurred. In practice, due to its particularity, tender offer is supposed to cause serials of problems such as the inequality between the offeror and the shareholders of target company, the beneficial conflicts between the tender offer and the management of target company, and the deception and underground dealing. Therefore, in order to enhance the regulation of the offeror and the management of target company, to protect the benefits of the shareholders of target company, and to maintain the standard of the security exchange system, not only should the legislative establish the two basic principles of information transparency and equal treatment of target company's shareholders, but also establish the supplementary principles of the protection of middle and small shareholders' benefits, of the forbiddance of underground transaction, of caution offer, and of anti-offer abuse.As the countries holding advanced and representative regulating systems of tender offer in the world, U.K. and U.S. share the similarities in the structure of the regulating system, and in the recognition of the regulating concepts. However, due to their different legislative tradition, U.K. adopts legislative model in regulating tender offer while U.S. takes self-regulating model. In addition, the regulating systems in U.K. and U.S. differ in variable aspects, such as legal system of information display, compulsory offer system, shareholders' withdrawal right, anti-offer regulating model, and other important facets. The comparison and analysis of the similarities and differences of the tender offer regulating systems between these two countries may help us to further develop and improve our current regulating system in China.Although the particularity of security structure and the segmentation of stock market have restricted the advancement of tender offer, the development of stock corporations determines the surge of tender offer in China. At present agreement acquisition still plays the key role in acquiring listed corporations in China, however, tender offer has shown its positive impact on rationally configuring resource, reconstructing listed companies' capital, and activating state stock. The newly published "The regulation of takeover" and "The regulation of information display" by China Stock Supervision Committee to a certain degree make up a number of deficiencies existing in current regulating system of tender offer, such as over-simplicity, standard deviation, and legislative absence, so as to constitute basic legal frame for the takeover of listed corporations. "The regulation of takeover" to a great extent improves current regulating system...