Listed Companies Share Swap Absorption Merger Law Studies

Company merger of domestic and international be raging like a storm, Stock-for-stock Merger of Listed Companies is an important way of M&A. The scale of listed companies is large in China, so Stock-for-stock Merger of Listed Companies has important influence for promoting the development of sociology economic, and it is playing an important role in Chinese practice. However, there are rarely analysis in the legal aspects in theory, and there is none special analysis of Stock-for-stock Merger of Listed Companies. Because the rules of Stock-for-stock Merger of Listed Companies in Law of our country are dispersed, in this paper emphasis is paid on Stock-for-stock Merger of Listed Companies’ characteristic of Contract Law and Corporation Law. It researches Stock-for-stock Merger of Listed Companies by taking method of comparative analysis, case analysis and function of law. It also researches the program of Stock-for-stock Merger of Listed Companies and the protection of sareholders, creditors with particular case.The paper includes five chapters except conclusion:The first chapter introduces the background, significance and research status to make clear the reason of selected topic.The second chapter introduces the basic law problems of Stock-for-stock Merger of Listed companies. It compares Stock-for-stock Merger with Cash Merger to make clear the difference between them. Stock-for-stock Merger of Listed companies in China is the lack of legal basis, and it makes many problems in pratice. So we research it further.The third chapter analyses controversial issue in the program of Stock-for-stock Merger of Listed Companies, mainly with the merger agreement, resolution of the general meeting of shareholders as well as simple merge program. The merger agreement needs not only the resolution of the general assembly of shareholders through, and in the appropriate approval, filing formalities only after the end effect. Listed company convenes a resolution of the shareholders’ assembly considered Stock-for-stock Merger plan, should achieve a quorum. In order to protect the interests of small shareholders, in the resolution of the general assembly of shareholders should be excluded the shareholders or directors, supervisors who are related with the matters of Stock-for-stock Merger. Because the shares of listed companies in our country are divided into A shares, B shares, H shares, We need introduce category shareholders to protect various types of shareholders. Simple combined procedures can increase efficiency for merger of corporations, so it is necessary to introduce the system in China.The fourth chapter introduces the protection of the dissent shareholders. It is easily to infringe the dissent shareholders when listed companies is mergering. For dissent shareholders, primarily through dissenting shareholder buyback rights of shares to protect its interests, for the establishment of exit mechanism.The fifth chapter introduces the protection of the creditors. It is easily to infringe the creditors when listed companies is mergering For creditors, mainly through the creditors informed system and creditor objection system to protect.