Research Of Information Disclosure Legislation Of Listed Companies In The Era Of Full Circulation

China began to implement reform of non-tradable shares and the capital market isturning into full circulation since2005. During the realization of full circulationshares, equity tend to be scattered and mergers and acquisitions tend to be actively.Qualified takeover of listed companies is on the basis of consummate disclosuresystem. After several reforms, information disclosure system of takeover in ourcountry has developed decade. It already had a big progress but still lags behind,compared with countries such as Britain and America. Information disclosure systemof listed company takeover is different from the traditional information disclosuresystem. Information disclosure system of listed company takeover has somecharacteristics such as a wider range of obligation subject, greater demands of theinformation disclosure and the information asymmetry exists in more aspects. So thelegislation should adhere to the principle of equal treatment of target companies, theprinciple of openness and flexibility. Compared with Britain and America, theregulation of obligation subject of information disclosure system in takeover in ourcountry is incomprehensive. It is recommended that the definition of "holding"should be expanded, and decrease the disclosure standard of institutional investors.In the era of full circulation, takeover competes. The existing bid pricing mechanismcan easily lead to passive offer. So the existing bid pricing mechanism should beimproved and define the rules of the exemption clause to avoid the waste of socialresources. In era of full circulation, anti-takeover occurs more frequently because ofthe divided equity makes. In the aspect of legislation we should focus on improvingillegal costs of the target company’s executives and enriching the content of theexecutives’disclosure in order to protect the benefits of minority shareholders.