Listed Company Acquisition Concerted Action Of Comparative Law

Nowadays, a great amount of merger and acquisition cases have taken place around the world'major economy zone, boosting the global economy. In a case of takeover of listed company be one single bidder, legal rules and regulations could make the bidder'statutory obligations clear in a relatively simple manner, according to the increase or decrease in the percentage of purchased shares. Nevertheless, due to various commercial considerations, the bidder most probably would take concerted actions with its connected bodies or with unconnected parties through agreements. These persons acting in concerted respectively purchase shares of the object company under their own names, by doing which evade the statutory obligations otherwise shall be incurred by a single bidder purchasing substantial blocks of shares and on the other hand, take the controlling power of the company to fulfill the purpose of interests transfer. Legal rules and regulations, instead of forbidding the concerted actions without considering its reasonable commercial basis, shall regulate the behavior of persons acting in concert: treat them as one single bidder, make them incur the statutory obligations, especially the full disclosure requirements. The securities exchange act in all major countries (or regions) has rules for concerted actions, of which the mechanism in HongKong and U.S.A could be described as advanced. The defining of"concerted actions or persons acting in concert"in these jurisdictions is particularly worth learning. Securities laws and regulations in P.R.C regulating the persons acting in concert started off from the concept of"indirectly holding"up to now existing clear definition and enumeration by P.R.C. Securities Law and related regulations promulgated by China Securities Regulatory Commission. However, this set of rules still appears to be unsophisticated, lacking practicality. Hence, it is necessary for us to continue to learn the well-established rules and practices in advanced markets, for example, the additional obligation of mandatory tender offer incurred by persons acting in concert under HongKong law, the responsibility system and the availability of remedy.