Legal Regulation Of The Concerted Actors From The Perspective Of Hostile Acquisition

Hostile takeover is a very common form of listed company acquisition in the market of corporate control(mainly stock market),and often accompanied by actions in concert.The G20/OECD Principles of Corporate Governance,which was recently published in 2016,States that "control arrangements" are an important form of influencing corporate control in addition to "capital structure".Moreover,the principle goes on to state that "Shareholder agreements are a common means for groups of shareholders,who individually may hold relatively small shares of total equity,to act in concert so as to constitute an effective majority,or at least the largest single block of shareholders." Although China's securities law does not explicitly put forward the concept of "persons acting in concert",but the " shareholding information disclosure rules" and " crawling rules" established by the eighty-sixth article of the law is based on the concept of "persons acting in concert" in the British acquisition code and the concept of "as an individual collective" and " beneficial ownership" in the United States " securities exchange act of 1934".At present,the academic and practical circles in China have more discussion on the standards of the identification of the persons acting in concert,but this paper holds that in order to accurately understand the connotation or extension of the concept of the persons acting in concert,it is still necessary to make a micro-investigation from the four aspects of the action purpose,the behavior mode,the scope and the concept function of the persons acting in concert.In addition,it is also necessary to recognize that most of the persons acting in concert have four important legal characteristics:hostility of intention,secrecy of relationship,fraud of behavior and surprise of action.Because the legal framework of China's acquisition is not perfect,and the legal problems caused by actions in concert are complex,therefore,we can not simply summarize the legal problems caused by concerted action according to the division standard of department law.This paper sums up some legal problems caused by concerted action person from two aspects of merger and acquisition rules and securities fraud,and further discusses some frequently criticized problems in regulating the behavior of concerted action person in China's corporate acquisition legal system.The market of corporate control in Europe and America is relatively developed,and its legal system is relatively perfect.this paper focuses on the relevant legal systems in Europe and America in three aspects: how to find out the persons acting in concert,how to limit the exercise of voting rights of the persons acting in concert,and what kind of legal liability is imposed on the concerted action person.Finally,for how to find persons acting in concert,this paper proposes that we should improve the " whistleblower system" of the CSRC,introduce the " cold shoulder" mechanism,and give the CSRC " advisory function" and other suggestions.As to how to restrict the voting rights of the persons acting in concert,this paper puts forward some suggestions on how to restrict the voting rights of the acquirers based on the concepts of " control shares" and " interested shareholders".For the issue of the legal liability of the concerted action person,this paper puts forward some suggestions,such as imposing more legal liability on the " controlling person" and increasing the punishment for the " ignoring the regulatory requirements" of the persons acting in concert.