Research On The Legal Problems Of The Separation Of Listed Companies

Our company division system established earlier, but in the days after the development has lagged behind, while Germany and Japan and other civil law countries, the establishment of corporate division system is relatively late, but in Germany and Japan in the division of the company legislation progress faster, has established a basic separation system, especially in the listed company division system, there are many it is worth our reference place.The separation of listed companies is conducive to the listed companies in the business of more specific, thereby reducing the management process, reduce the operating costs of listed companies, is one of the important means of asset restructuring of listed companies.The separation of listed companies is conducive to the liberation and promote the development of productive forces, is conducive to reducing the negative synergies between the diversified business of listed companies, to solve the problems left over by history and improve the efficiency of corporate governance.At the same time, because the listed company through public offering, to obtain a more ample funds,tend to expand the scale of management, this process may not, by the listed company management, in order to improve the operating efficiency of listed companies, but also the need for some large companies to make the responsible division, differentiation,specialization of management level high, management is more simple.Europe and other mature market economies has stipulated the separation system of listed companies, although the United States statute which is not clearly defined, but in legal practice by law and state the relevant business transfer system regulation.In Germany,the company "s separation system has been regulated in the form of a single line of law,and the company" s separation system is finally determined by modifying the law.China's Listed Companies in the study of the discrete system can be a good reference to the practice of foreign countries in this regard, combined with the development of China's listed companies to gradually improve the status of the listed company's separation system.This paper has four main parts, the first part mainly expounds the basic theory of the listed company split, including the concept of listed company division, the difference between similar systems in other property listed companies on the separation of value and listed companies listed company separation and disposition.The second part is the analysis of some other countries in the world about the separation of listed companies,and foreign countries on the separation of listed companies to evaluate the system.The third part mainly explains the present situation of the separation system of Listed Companies in China, and focuses on the problems of the separation of Listed Companies in China.The fourth part of the paper is to improve the legislative system of Listed Companies in our country.It is mainly discussed from four aspects: first, it is the way to enrich the separation of listed companies, in the clear separation of the existing separation and separation of the existence of discrete ways, based on the increase in the absorption of discrete;Two is the board of directors to develop a separate plan for listed companies to hire third party independent review, and to explain the interpretation of the shareholders of the company;The three is the special problems after separation of listed companies, to analyze specific issues,establish a special review system;The four is to restrict the creditor's right of joint claim after the separation of the listed company.