Listed Companies In The Tender Offer Legal Issues

As an available method acquiring the control of corporations, tender offer (or take-over bid) is broadly used in Anglo-American securities business. Be a "two-edged sword", it beneficially establishes the exterior supervising system but maybe impairs the inertest of the share-holders at the time of the transfer of control interest. Based on the diversity of situations and legislative ideology, different countries have different ways to establish the tender offer system. China primarily established the system in 1993, which also arousing drastic arguments. By reasons of no tender offer cases in fact, all prevenient researches only study with comparative theories. However, since the law on the acquisition of the corporation was enacted in 2002, many tender offer cases have appeared,which is very thought-provoking. So, the writer makes the paper to discuss the real tender offer system. In this paper, by absorbing anterior researches results, the writer breaks the traditional way of discussing theoretic tender offer systems, emphasizing the realistic case researches and the comparative tender offer system, and analyzes the situation and laws of tender offer in China with the methods of economics, charts, comparison, illustration, in order to perfect the current tender offer system by remedying flaws and lacunas. Also, the writer indicates that the tender offer system of China is a mixture of Anglo-American tender offer system with the inherent conflict of rules,mode and ideologies and the inherent defect on share-holders'structures, resulting to the invalidation. It is necessary to make institutional reforms as a basis of the innovation of rules. Therefore this paper valuably and practically analyzes the tender offer system from macro aspects (modes) and minor aspects (rules), and put several new concepts such as preventive or practical monitor mode, static or dynamic triggering lever of the peremptory tender offer system, which is advance and innovating. This paper consists of 5 chapters. Chapter one summarily introduces the concept and character of tender offer, and demonstrates the conditions behind tender offer by describing its developing history. Chapter two provides the comparison of Anglo-American tender offer system in aspects of legal ideology, securities monitoring mode and rules. Chapter three summaries the current situation of tender offer in china, describing its developing history and security monitoring mode and ideology, and indicates the tender offer system is impracticable because of its flaws. Chapter four illustrates and analyzes the current tender offer system of china in procedural rules as well as substantial rules, and tries to find its flaws and perfect the system. Chapter five concludes that our structures of share-holders restrict the development of tender offer; we must remedy its flaws and resolve its conflicts. How to design Chinese tender offer system depends on realistic case research and market research.