Legal Issues Of Spin Off Of Listed Companies In China

Spin off,as a financial innovation tool,has been proved by overseas capital markets to play an active role in promoting corporate governance and improving capital utilization efficiency.However,this legal phenomenon is still relatively infrequent in China,and even exists many misunderstandings.This article aims at deconstructing the commercial principles and legal essence of the spin off of listed companies on the basis of combing relevant academic and case studies at home and abroad,so as to smoothly introduce this capital operation method.The first chapter sorts out the theoretical basis related to the system of spin off of listed companies and clarifies the necessity and the feasibility of establishing the system of spin off of listed companies.The content includes differentiating and analyzing the concept of spin off and similar concepts,analyzing the theoretical background supporting the system of spin off of listed companies,and pointing out the huge significance of improving the system of spin off of listed companies in practice.The second chapter analyzes the domestic practice,supervision status and obstacles of system construction of listed companies’ spin off.This part first analyzes the general situation of spin off of listed companies in China from aspects of current policies,regulations and market examples.Secondly,this chapter analyzes the problems that may be faced in constructing the system of spin off of listed companies in China,including the compliance of listing qualifications,the protection of rights and interests of minority shareholders,the transfer of benefits among spin off,and the speculation on shell resources.The third chapter compares and inspects the development of the system of spin off of listed companies in the United States,Japan and Taiwan Area,and summarizes their legislative and regulatory experiences.This part takes the United States,Japan and Taiwan Area,whose systems of spin off for listed companies are relatively advanced as examples,and introduces their institutional arrangements in combination with their respective relevant regulations.Furthermore,on the basis of comparing the differences between the three rules on the types of spin off,procedural arrangements,rights protection,information disclosure and other aspects,the applicability analysis in China is carried out.The fourth chapter puts forward some suggestions on the construction of the system of spin off of listed companies in China.First of all,the legality of spin off should be clarified on the basis of amending the existing laws and regulations.Secondly,summary listing procedures should be enacted according to actual situation;Furthermore,from the perspective of the enterprise itself,intermediary organizations and regulatory authorities,the information disclosure work should be strengthened among spin off.Finally,restrictive clauses and other appropriate rules and arrangements should be set to prevent insider trading and market speculation.