Acquisition Of Foreign Investors In The Equity Of Listed Companies In China Legal Issues

Listed company acquisition includes many kinds of acts, namely, listed company consolidation, asset acquisition, stock right acquisition．This thesis mainly discussed the stock right acquisition of foreign companies. Chapter one defines the legal concept of listed company merger and acquisition; comparatively analyze the similarity and difference of stock right acquisition and asset acquisition. Meanwhile, the thesis clarified the means and aim of the listed company stock acquisition, and the particular two kinds of stock model, circulation share and non-circulation share. Chapter two has introduced the two kinds of listed company stock acquisition respectively, including the acquisition of circulation share and non-circulation share. The thesis tried to explain the difference of the two models from their policy background, the origin of the legal policy, practical procedure and the obstacles in the acquisition when foreign capitals carry on stock right acquisition to Chinese enterprises. Especially the concept of QFII system is introduced into the Chinese-character stock right structure, and surely it will be a new means of stock acquisition being accepted and utilized by foreign capitals. Chapter three has introduced the concrete acquisition modes of several foreign countries, such as United States and England. As from the angle of the comparative studying, the author has explained the stock acquisition policy, legal system of M&A of these foreign countries. In U.S.A., the complete acquisition system is made up of three legal blocks, the antitrust legal system, the federal securities legal system and the state--class foreign capitals M&A legal examination system. Through the analysis of foreign acquisition policies, we can make some conclusion and legislative suggestions for the better regulating of Chinese listed company stock right acquisition operation. Finally, considering the problems and legal blanks appeared at the capital market of present China, for instance the question of industry instruction and restriction, the procedure question of state-owned enterprise, which would be acquainted by foreign capitals etc. On the basis of using international experience for reference, the author attempted to analyses from the respects of industrial policy, competition legal system, merge procedure, etc., put forward some concrete suggestions for structuring the foreign capital acquisition of stock right of listing company, and referred some countermeasure of foreign capitals merger, thus offered a kind of legal reference and exploration in advance for the stock right acquisition operation in China.