| It is predicted that the century history of mergers and acquisitions in the West will be staging in China in the next ten years. Facts have proved that China's M&A volume increased highly in the past five years, Stock-for-stock M&A that used widely in the foreign countries will play an important role in China's capital market. Stock-for-stock M&A is both a conduct of economy and of law. As for this paper, emphasis is paid on stock swap's characteristic of legal conduct. The difference between the stock-for-stock M&A and common M&A method is that Stock-for-stock M&A using the company's shares in exchange for the target company's stock to realize the annexation of the target company or control the company. It can be said that the acquisition of the Convertible legal relationship is extensive, and this is inexhaustible. therefore, only some of these legal issues are chosen and discussed in this paper. The legal system of stock-for-stock M&A is full of vitality and with a prosperous future and that is the aim and importance of this paper.The paper includes three chapters :The first chapter has three parts, the former two parts give general description of the stock-for-stock M&A , including its concept, characteristics, classification and convertible acquisition motives, values, the legal basis for analysis. Part III gives the overall analysis and evaluation for the century history of the stock-for-stock M&A development, and briefly recalls the history of the stock-for-stock M&A development in our country.Based on chapter one ,the second chapter focuses on the principal legal issues that relate to the stock-for-stock M&A. Because the determination of the proportion of stock-for-stock M&A is the core issue, the first part of this chapter gives the convertible ratio legal analysis, general discuss the legal issues of Convertible ratio, Analyses the exiting problems to decide the stock-for-stock proportion in the Chinese legal environment. Part II analyses the two forms of stock swap form: stock shares and additional directional, and puts forward the author's own recommendations. Part III provides an analysis of M&A convertible equity dilution process of the formation, Discussion on the ownership rights of shareholders will dilute the impact of legislation and control. Part IV is about protecting the interests of the shareholders in the process ofthe stock-for-stock M&A. Due to the complexity of the stock-for-stock M&A, the protection of the interests of the shareholders also has its peculiarities, This section focuses on the analysis of the two shareholders of relief right ways: right of action on behalf of shareholders and the shareholders object to the valuation exercise, especially that shareholder lawsuits on behalf of the exercise of the right environment for mergers and acquisitions in the convertible has a special way, double shareholder litigation system reference is of great significance.The third chapter is about the legal norms of the stock-for-stock M&A and legislative thinking, which is based on resolving the legal issues in the second chapter. As Western countries have a complete legal system for the stock-for-stock M&A, So the first Part of this chapter gives the introduction and assessment about the stock-for-stock M&A in Western countries, analyzes the characteristics of their legislation, and focuses on the triangular merger system. Part II introduces the law of stock-for-stock M&A in our country; affirming its legal rationality and analyzes its shortage. Part III, the author gives his own thinking about the stock-for-stock M&A in our country, and puts forward his own opinions and the corresponding legislative proposals.Based on the above discussion, we believe that our acquisition of the convertible should make positive trend accordingly, not only gives the implementation regulations, but also improves the relevant provisions in the "Company Law" and "Securities Act", It can be a very good solution to the Convertible acquisition by the emergence of some legal issues. |
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