A Study On The Introduction Of The Share Exchange System In China

As a new means of merger and acquisition, Share Exchange uses the new issuing shares to pay the price. Compared to other merger and acquisitions, the acquisition of a convertible to save cost, and create Pure Holding Companies efficiently. As a result, Share Exchange is used by many company mergers in a number of countries and highly developed. Share Exchange system began in the America, and gradually developed in Japan. Mandatory is the most apparent feature of Share Exchange, in the process of company merging, the minority shareholders have to sell their stock by force, so it can greatly improved the efficiency of company merge. We have not built this system recently, but our exploration and practice of Share Exchange has increased in Chinese merger and acquisition market after the split share reform.The structure of the article as follow:the first chapter introduces the basic aspect of Share Exchange, including its concept, function and legal properties. Based on chapter one, the second chapter introduces the origin and development of Share Exchange system in the United States, Japan and Taiwan, then analyses the system from different angles. The third chapter introduces the exploration and development of Share Exchange system in our country through the specific cases. Then summarize the main problems of Share Exchange in practice, both problem in the procedure of merger and acquisition and the protection of the relative interest bodies. The forth chapter point out the necessity and feasibility of introducing the Share Exchange system in China. In the fifth chapter, from the view of legislation, discuss the establishment of relative systems to protect the interests of the dissenters and creditors, such as the appraisal right of dissenters and the right of informed and dissention. In the last, summarize all the ideas of each chapter.