Research Of Legal Supervision On Coordinated Actors For Acquisition Of Chinese Listed Companies

Currently,a great many cases of company Merger and Acquisition occur in major economic areas in the world,forcefully advancing the rapid development of economy.When a purchaser purchasing a listed company is a single party,it is easier to determine the legal obligations of such party in law,based on the percentage of the shares acquired.Nevertheless,in practice,based on a variety of business considerations,the purchaser may take concerted action with the affiliated persons or with the non-related parties by agreement.They will acquire the shares of a target company in their own name respectively.Thus,it not only avoids the legal obligations that shall be taken by the single purchaser seemingly,but obtains the control power over the target company,achieving the purpose of benefit transfer.Since concerted action has legitimate business reasons,it shall not be totally prohibited by law.Instead,behaviors of the persons acting in concert in the whole acquisition process shall be standardized: they shall be regarded as single purchasers,imposed with the legal obligations of a single purchaser.Securities Exchange Act of the various countries(districts)have all stipulated legal regulations on persons acting in concert,where the practice of Hong Kong and the US are perfect,worthy of being borrowed.Persons acting in concert are stipulated by Chinese securities laws and regulations,starting from the concept of “indirect holding” to the existing Securities Law as well as the express definition and enumeration of persons acting in concert in the related normative documents made by the CSRC(China Securities Regulatory Commission).However,since Chinese laws are still a little bit rough,lack of operability,we shall continue to refer to the mature practices of the developed securities market,such as the special provisions on the compulsory tender offer obligations of persons acting in concert,the legal liability system for the violation of legal liabilities by persons acting in concert,and the availability of relief,etc.