Research On The Leagal System Of China’s Stock-for-stock Merger & Acquisition

Although merger and acquisition activity started booming in recent years in China, compared with western developed countries, the number of mergers and acquisitions is obviously not enough. Two years ago, Youku, which is the first in the network video market share completed a 100% stock for stock merger with Tudou, which is the second in the network video market share. Although the market share of the two companies almost accounted for more than half of the market, but the profit situation is not optimistic, Tudou is more serious losses. Firstly, the two sides to merge is to generate economies of scale, secondly, the most importance is the way to merge, namely stock for stock, this way saved a lot of cash for Youku, allowing it to the whole company’s operation.Stock for stock m&a advantage is obvious, and at the same time, stock for stock mergers and acquisitions is a new thing in China’s legal practice. So in this respect, the lag of law is obvious. Because stock for stock m&a law is still in the stage of law admit, the law in directly is not enough. This article is also involved in mergers and acquisitions in the study of legal issues, mainly around the center of how to safeguard the rights and interests of minority shareholders, one of the most important exchange rate problem determination is based on the idea of safeguard the rights and interests of shareholders, although there have been some scholars put forward some Suggestions in before, but the specific legislation so far has not been introduced and the problems to be solved. Shareholder derivative action and the appraisal right of dissenters cannot be mechanically applied to in the process of mergers and acquisitions, and need to apply in flexibility. In mergers and acquisitions as a way of m&a in today’s more popular, the exchange of consideration payment made between volume is quite big company mergers and acquisitions become possible, the author predicts that China will happen in the future more and more in mergers and acquisitions, so it is necessary to provide the related legal system to follow up.