Legal Regulation Of Listed Companies' Control Contest

With the vigorous development of China's capital market,as of the end of 2016,the number of listed companies has exceeded 3000,and listed companies have become an important part of China's economic structure.With the ongoing mergers and acquisitions of listed companies and the reduction of the shareholders of the company,the controlling shareholder of the shares of listed companies showed a decreasing trend,the equity structure of many listed companies because of the highly dispersed,a variety of industrial capital,private equity funds and the management of the company and the controlling shareholder gets added to the battle for control of the company.Compared to the European capital market for over one hundred years of development history,China's capital market is still less than 30 years of history,for the control of listed companies for the related research started late,especially on the change of laws and regulations on the control of the company is a relatively new field,the "Company law","Securities Law" and supporting the laws and regulations are not perfect,how to protect the interests of all stakeholders in a change of control process,make up for the defects and shortcomings of the relevant system,straighten out the acquirer and the company should play a role and responsibility is the need to solve the problem,have great research significance.This paper is based on the practice of China capital market,listed companies to control for the acquirer and the company as the research object,through Vanko and Baoneng for the analysis ofevents,to explore the lack of regulation caused by problems in the control of competition,points out the problems existing in the control regulation;to further control for the two sides to strengthen the regulation of the value and significance of the object of regulation and discusses the necessity of regulation;and on the basis of relevant laws and regulations on M & A and company in the practice of China's constructive comments and suggestions to improve the regulation.In order to discuss the arguments needed by the text,this article is divided into the introduction and the text,in which the text is composed of three parts:The introduction part mainly introduces the case for more and more control in recent years the rapid development of China's capital market,the problem between the acquirer and the company is becoming more and more prominent,but the legal regulation of related problems,legal problems which leads to this research and its research value.The literature review summarizes and extends the theories and works about the laws and regulations of the acquirer and the company's behavior at home and abroad,and lays the theoretical foundation for the article.The first part introduces the concept of control competition,including the concept and definition of control power,and the types of the subject of our company's control competition.Followed by the Vanko & Baoneng dispute case in China for lack of regulation control problems,explain the meaning of this research.Through the analysis of the whole process of Vanko & Baoneng dispute,leads to the core of this concern: control of the listed company regulation problem,explain the current situation of our country's regulation deficiency,and lay the foundation for the following research on the regulation of control rights.The second part is about the value and significance of the regulation of control competition,the research object of M & a regulation,and the necessity of regulation.Reasonable regulation of control competition can promote the company to continuously improve the efficiency of resource allocation,optimize the corporate governance structure,and protect the interests of minority shareholders,and many other valuable.The object of regulation is the focus of the research on controlcompetition regulation.By analyzing the regulatory objects of both sides,this article further discusses the core of this article how to control the takeover of listed companies and how to regulate the acquirer and the company.The third part firstly put forward constructive opinions and suggestions on the regulation of China's relevant laws and regulations for control,mainly from strengthening the basic legal construction,strengthen the acquirer's regulation,strengthen the board of directors and controlling shareholders of the regulation of the three aspects put forward feasible suggestions.