Research On Indirect Acquisition’ Legal Control Of Listed Companies

Indirect acquisition, refers to a kind of acquisition that offeror as a actualcontroller although not a listed company’s shareholders, but led the target company’sshares he holds to meet the statutory ratio through investing relationships, agreementsand other arrangements, thus to obtain or may obtain and consolidate the targetcompany’ controlling ownership or control over. The method of indirect acquisitioncan be used in practice is flexible and diverse, including: offeror acquired a listedcompany through his subsidiary; offeror acquired a listed company indirectly throughcontrolling shareholders or parent companies of the listed company; offeror increasedcapital and shares of controlling shareholders or parent companies of the listedcompany; controlling shareholders or parent companies of listed companies host itsshares.Indirect acquisition as an important way of acquisition of listed companies, hasplayed an important role in optimizing the allocation of resources, improving theoverall quality of listed companies in China and adjusting the nationalmacro-economic structure. But because of its indirect and hidden, leaving people aspace to avoid mandatory disclosure and tender offer and other legal obligations. Thus,under the continuous development of China’s securities market，we must study thelegal control of indirect acquisition hardly, in order to guide and restrict indirectacquisitions of listed companies by a perfect legal system.The legal control of indirectacquisition is mainly included by the regulatory of main body and the control ofprocess.We have to coordinate the interests of all parties in the indirect acquisition,especially to protect the interests of small shareholders in a weak position.Therefore,the law should stipulate the obligations and responsibilities of offeror and itsshareholders, target company and its directer, controlling shareholders, minorityshareholders in detail. And the process of indirect acquisition is often accompanied bythe occurrence of concerted actions, we should follow the principle of "all as one"torestrict concerted actions by law.In the entire process of indirect acquisition, we mustabide by the stringent requirements of information disclosure system,and make theinitial shareholding disclosure, ownership changes’continuous disclosure,comprehensive offer’ information disclosure and the board of target company’information disclosure sequentially. In the acquisition process,percentage change ofcontrol will lead to the obligations of interests’ disclosure, mandatory tender offer andso on. Either failure or successth the offeror of indirect acquisition must assume certain follow-up obligations and legal responsibilities.