On The Legal Regulation Of Foreign Takeovers Of Listed Companies' Securities

Under the condition of modern enterprise system and market economy, "acquisition" often refers to a legal act for an enterprise to acquire the control power and managing power of another enterprise through a certain channel. Against the background of economic globalization, acquisition of Chinese enterprises by foreign capital has become the main international direct investment way by foreign countries. Chinese listed companies are their main objects. The main ways of acquisition of Chinese listed companies by foreign capital are the following: acquisition by agreement, acquisition by offer, increasing to issue B share to certain people, indirect acquisition, entering into Chinese listed companies by way of joining the process of changing state assets creditors' rights into stock interests, forming Chinese-foreign joint ventures and so on.The development of acquisition by foreign capital needs perfect legal system. China's legislation of acquisition by foreign capital is gradually becoming ripe. A legal system is gradually taken shape, including Company Law, Security Law, Foreign Capital Examination Law, Acquisition Act Law, the Law of against Unfair Competition. However, facing the rapid development of acquisition by foreign capital, the related legal system has become imperfect, especially the Security Law.Related successful legislation experiences of foreign countries (areas) can be used for reference for China. The typical countries (areas) are America, England, Germany, Japan and Hong Kong. The main points of their legislation include the following: legal control of information revealing responsibilities; legal control of acquisition by offer; legal control of the acts against acquisition. The main points of legal control of revealing responsibilities include the following: large shareholder's revealing responsibility of their shares, concerted action people's revealing responsibility of their shares, the revealing responsibility of acquisition offer and acquisition intention. The main points of legal control of acquisition by offer include the following: the contents of acquisition offer, imperative acquisition by offer, voluntary acquisition by offer, section acquisition by offer and so on. The main points of legal control of the acts against acquisition include the subjects who have the power to make decisions on the acts.On the basis of using foreign countries'(areas') successful legislation experiences, combining China's real situations , this thesis analyzes the defects of China's Security Law , and put forward some suggestions to make it perfect. The suggestions include the following: the perfection of legal control of information revealing responsibilities; the perfection of legal control of acquisition by offer; the perfection of legal control of the acts against acquisition.