Research On Controlling Transfer In Acquisition Of Listed Company

As a major securities trading activities, investors may can purchase acquisition oflisted companies by tender offer or take-over agreement.There will be involvedcomplex problems,such as the transfer of control of listed company, the board ofdirectors of the target company’s restructuring and the volatility of the stock marketabnormalities in any way. If troubles, will affect the interests of the shareholders oflisted companies and the general public investors.Therefore, every country makespecific provisions in principles, methods, procedures and regulations for theacquisition of listed companies in a law aspect to ensure that the acquisition of listedcompanies standardized operation.At present, the PRC Company law,Securities law,Listed company management approach and other relevant laws and regulations havemade certain regulation to specify the rights and duties of all shareholders in theprocess of acquisition of listed company.There are a large number of controlling transfer transactions in our country.Inthe process of controlling transfer, you not only need to have a relatively cleartheoretical knowledge of acquisition of the listed companies, but also clearly definedthe disclosure obligation of the information of the target company and its shareholdersand Director Board in the acquisition, the controlling shareholders’responsibility andmonitor taking-over listed companies.Only if guarantee the controlling to be used in a proper way,the phenomenon that controlling shareholder abusing the rights andinterests of minority shareholders will be controlled.In addition to the introduction and conclusion, the main body of this paper iscomposed of four chapters.Chapter one is about a case of controlling of the Jinzhou port.Chapter two isabout the definition of taking-over listed companies、controlling and transfer ofcontrolling.Chapter three discusses about the legal nature,legal relationship,legalregulation and risks of the controlling transfer.Chapter four mainly focuses oncomparing our country and abroad on controlling transfer system differences and putforward suggestions to improve the system of controlling transfer.