Analysis And Perfection Of The Exemption System Of Mandatory Takeover-bid

The system of mandatory takeover-bid as an exotic, has been applied more than twenty years in China. Though its function and existence have been disputed all the time, it is widely accepted in academics and theorists. The new research focus is how to eliminate its shortcomings and better applied. Laws and regulations defined the conditions which will trigger obligations of mandatory takeover-bid clearly. Its essential standard is no matter how to purchase it, if he continues to purchase when he owns over 30% stock of the company, he should give out purchase offers to shareholders of the listed company. But investors can not do this if they get the permission of CSRC. While the exemption system is lack of in-depth and innovative study. Moreover, the administrative legislation of exemption system has been modified frequently and lack of stability. The practical application of exemption situation is also extremely disordered. The disconnection between administrative legislation and practical application is the most serious problem. The disordered status restricts the development of the acquisition market in China. Therefore, it is necessary to study and analyze it seriously, so as to standardize application of mandatory takeover-bid system and exemption system.The exemption system should include the nature, subjects, apply conditions, situations and dispute resolution of exemption in theory. And the obligation of mandatory takeover-bid has an important influence on purchasers, target companies, and shareholders’ benefits of target companies. Moreover, the direct manifestation of applying exemption system is the application of exemption situation. Therefore, the paper regards the specific exemption situations as the main research objects to analyze administrative legislation and practical application of exemption system and propose correspondingly perfect suggestion. The paper is mainly divided into four chapters.Chapter one summarizes mandatory takeover-bid system and exemption system.Chapter two analyzes the status of the application of the exemption system. First of all, the paper summarizes and analyzes administrative legislation changes of exemption situations, finding that administrative legislation of exemption situations has been frequently modified, lack of stability and containment. Secondly, the paper regards exemption cases published in the practice as analysis object, finding that application of exemption situations is extremely disordered. Except parts of exemption situations have specific stipulations in administrative legislation, most of exemption situations have some problems, including out range of administrative legislation, vague expression and unreasonable situation application. Finally, the paper draws a conclusion that the disconnection between administrative legislation and practical application is the most serious problem of exemption system.Chapter three mainly analyzes the reason of the problems of exemption system. First of all, it is lack of enough experience, the objects using for reference directly, and essential standards and principles to restrict the administrative legislation. Secondly, in terms of exemption situations, overlarge discretion in the securities supervision department is the direct reason for causing disordered application. Finally, the disconnection between administrative legislation and practical application is caused by the lack of a powerful legislation to set up a framework for discretion and internal operation standards for guiding application of exemption situations.Chapter four mainly proposes perfect proposals. Because the administrative legislation and practical application are lack of exemption standards, so we firstly summarize the exemption standards and specific judgment methods in theory, and use the methods to analyze exemption situations in the current law. Then, improving legislation effect level and confirming exemption standards in exemption system legislation can perfect exemption system legislation. At last, the paper puts up with perfect suggestion on standardizing applicable exemption system, utilizing exemption standards to standardize application and transmitting to legality from administration, so as to solve existed problems of exemption system in practical application.At the early stage of the securities market, whether it is applicable to the system is a kind of administrative licensing behavior. However, with the development of securities market and national attachment to the acquisition market supervision, such the auditing behavior is gradually transmitted to legality from the administration. Therefore, the improvement of legislative effect level, further perfection of legislation, confirmation of exemption standards, and limitation of discretion in supervision department will become the necessary tendency of developing the exemption system in the future.