Listed Companies In The Legal Regulation To Protect The Interests Of Minority Shareholders In The Tender Offer

Tender offer is an important acquisition way for listed companies. Tender offer refers to, for the purpose of the control right over the listed company, the open actions taken by the corporation purchaser to the all the shareholders of the target company to purchase the securities of the target company. During the purchase of tender offer, with the diversification of stockholder's equity structure, the conflict of among different stakeholders will inevitably arise. While the minority shareholders of Target Company are vulnerably subject to tort because of their weakness in business transactions. But minority shareholders have an important part on the securities market. So law and rules concerning regulating tender offer of listed companies in many countries have laid focus on how to balance such conflicts especially how to protect the legitimate rights of minority shareholders.The article has three sections: introduction, body text and conclusion.The introduction tells that the intention of study. Because the minority shareholders of Target Company are vulnerably subject to tort and the interrelated legislation is not perfect, our country'law must draw on experiences from western developed countries. The body text has four sections: The first chapter is the necessity of protecting minority shareholders' interests during the purchase of tender offer. Listing concrete and various torts which the minority shareholders of Target Company are vulnerably subject to. Meanwhile, the chapter illuminates the important significance of protecting minority shareholders' interests. It lays a good foundation for further demonstration. The later three chapters discuss the regulations on the information disclosure, the course and subsequent acts of tender, which is of important significance of protecting minority shareholders' interests.On the information disclosure system: our legislation of securities should clearly stipulates establishment elements of tender offer, strictly regulates the information disclosure system before the tender offer is give off, and improves the disclosed content of the purchasers and the Target Company's reports.On the course of tender: firstly, our legislation of securities should be modified on compulsive offer tender. Secondly, our legislation of securities is very simple on the tender offer's alteration and revocation, lack of flexibility. It should permit the existence of the tender offer's alteration and revocation. Lastly, our country should establish and perfect the anti-takeover system. Because the anti-takeover cases arise frequently, which need regulated.On the subsequent acts of tender: on the one hand, our legislation of securities not only further clarifies the yardstick whether the offer tender is successful or frustrated, but also limits some offer tender's subsequent acts of the purchasers and endow shareholders especially minority shareholders with some rights.This article mainly applies these methods of theory with practice, comparative law, historical analysis and so on.