Research On The Legal Regulation Of Corporation Merger And Acquisition

Since China’s reform and opening, the rapid development of market economy, with the deepening of the reform process, large-scale mergers and acquisitions activity along with the rapid development, in the field of world economy also is very active market place, become in the economic field of our country is very impressive. Company mergers and acquisitions to achieve the optimal allocation of resources, to expand the size of the company, to achieve the company diversified development, scale effect, for the development of the market economy,is playing an important role can not be ignored. But in the rapid development at the same time, because of our country in the field of mergers and acquisitions late development, compared to the legal regulation of developed countries, China’s mergers and acquisitions legal regulation still has many imperfections, because our country about company merger and acquisition laws and regulations are scattered in various laws and regulations, the lack of a unified law system, and the regulations are not specific, scattered, and excessive administrative intervention, the examination and approval authority distribution more and more complex, the lack of a unified examination and approval authority, so far, our legal norms about company merger and acquisition present legislation level, the level is low, the operation of legal norms in this regard, the problem of poor. The establishment of a unified system of merger and Acquisition Law and specialized in mergers andacquisitions administrative legislation perfect. In recent years the Commission of company mergers and acquisitions illegal activities in the disclosure and punishment cases, and the court of the company mergers and acquisitions, merger and acquisition in China in addition to the legal norms have deficiencies in legislation, the market economy in company merger and acquisition law system also exists many problems there, so many the illegal phenomenon in practice, bring about many legal problems, the main problem is that insider trading listing Corporation major asset restructuring, such as penalties are too light,legal deterrence is not enough, investors lost compensation mechanisms such as inadequate; and the protection of the interests of creditors in mergers and acquisitions of existing problems, such as the protection of the interests of creditors is not equal, there are differences of treatment the company, under the guise of company merger and acquisition way to escape debt, damage the interests of creditors. In this regard, can aggravate the insider trading crime legal punishment, the punitive damages system, perfecting liability system of insider trading civil listing Corporation to solve the major asset restructuring of insider trading, and the protection of creditors in company mergers and acquisitions related issues, can be through the improvement of the protection of creditors, the right to reasonably determine the specific scope and procedure the protection of the interests of creditors in company mergers and acquisitions, mergers and acquisitions clear creditor’s right to claim damages as well as the regulation of the responsible person, such as specific shareholders to direct responsibility,the responsibility of the creditors of company mergers and acquisitions,mergers and acquisitions of mergers and acquisitions advisory that adopt the principle of fault liability, to solve the problem of the protection of the interests of creditors exist in company mergers and acquisitions, the effective protection of the company acquisition of the legitimate interests of creditors. From the aspect of legislation and practice, to solve the legal regulation of the existing legal problems of company merger and acquisition in our company is helpful to improve our company merger related legal system, promoting the further development of China’s company merger and acquisition market,promote the orderly, healthy and standardized company merger and acquisition market establishment.