A Stady On Some Legal Problems Of Company Stock For Stock M&A. In Our Country

Corporation as a kind of economic entities, both in the domestic market or international market, their mutual exchanges and cooperation between are more and more frequently, as well as getting closer. In order to enhance the competitiveness of the corporation which had to consider expanding their sizes through mergers and acquisitions to improve efficiency and seek the further development. There is a variety of ways which the way of exchanging equity, obtaining the target company’s power of management and dominant gets rapidly development for Corporation’s mergers and acquisitions.Practice has proved that exchanging equity for mergers and acquisitions is reasonable which has been widely recognized in the market. But from the respect of Legislation Status quo and its operation, Systemic norms guiding the legislation of exchanging equity for mergers and acquisitions is still missing. Since the Equity restructuring, the Corporation’s mergers and acquisitions shows different forms. The effective implementation of exchanging equity for mergers and acquisitions objectively increases legal risks due to the factors include the benefit injury of special subjects and unsound legal process.This paper aims to describe the basic theory of exchanging equity for mergers and acquisitions of corporation which is analyzed by legal questions including the protection of special subjects such as minority shareholders, creditors, employees etc. and the legal process construction,then, put forward legislative suggestions of construction systematic law of mergers and acquisitions of corporation in our country。the general logical thinking of asking,analyzing and solving problems is the basic idea of arrangement of papers overall framework.This paper firstly elaborate the basic theory from the static and dynamic, horizontal and vertical perspectives.Focus on three specific issues at this stage of China’s convertible acquisitions applications from a legal point of view,They are the shortage of related legislation,imbalance of the rights protection of the special interest entities and the exchange ratio to determine the method of non-rational choice,so as to laid the theoretical basis of the idea to ask questions of the problem.On the basis of the analysis of the problem, in my opinion, the fundamental way to solve the above problems is to perfect the the specification of the legal system of convertible M&A and to provide guidance...