Study On The Legal Issues Of Privatization Of Listing Corporation

In June,2012, Alibaba Group and Alibaba.com Limited jointly announced theapproval of the privatization plan from Grand Court of the Cayman Islands ofAlibaba.com Limited, deciding to withdraw its listing of the Hong Kong StockExchange, Alibaba formally complete the privatization.The capital markets on theconcept of "privatization" has once again arose the domestic attention. Privatizationof listed companies, working as a special M&A transactions, with the aim ofcontrolling shareholders associated with the acquisition of small and medium-sizedshareholders of the target company’s outstanding shares, make the company does notmeet the listing requirements, and eventually turned into a non-listed company whichdelisting. Turn to China, since2005, Petro China, Sinopec and China Aluminuminitiated privatization of the securities market in the Mainland of China. Theprivatization of listed companies as a new way of trading began to be known by theChinese, but China has yet to create a regulatory system of privatization in listedcompanies. In this process, how to determine the means to not only complete theprivatization of strategic intent of the controlling shareholder, but also can effectivelyprotect the interests of minority shareholders, a reasonable balance between the twointerests is a challenging problem. Therefore, this paper will introduce relatedpresentations, to provide inspiration and help on the issue of privatization of listedcompanies in China.This paper is divided into four chapters to study the privatization of listedcompanies:The first chapter discusses the basic theory of privatization of listed companies,including the concepts and features of the privatization of listed companies,emphasized the privatization of listed companies as the difference between a specialshareholding structure changes with the general share repurchase. It also presents a program of privatization of listed companies, thegeneral.motivation and motivation of economics, as well as a way to take in theprivatization process to follow.The second chapter focuses on the privatization of the listed companies in theUnited States and Hong Kong’s legal system. A combination of federal and state lawsin the United States constitute the legal system of the privatization of listedcompanies.In the level of the federal law, mainly through the SEC13e-3rules ontrading in fairness regulation. State law based on the Law of the State of Delaware,and a fair standard of review to improve the regulation of the privatization path.Regulation of privatization transactions is largely dependent on the Hong Kong StockExchange’s self-regulatory rules.Chapter3mainly through the case of the privatization of listed companies inChina to examine China’s capital market environment, a profound analysis of theprivatization of listed companies in China’s special motivation, summarizing thecurrent China’s listed companies the main problems in the privatization transactions:on the one hand, there are major flaws of the existing legal system in China, on theother hand, the controlling shareholder manipulate the privatization process.The fourth chapter discusses the privatization of China’s listed companies in thesystem, construction and improvement should be developed from the concepts andrules two important consideration.With the continuous development of China’scapital market, on the existing legal basis, the establishment of a unified and openprivatization of listed companies rule is necessary, and focus on improving the someaspects.