Research On The Suspension System Of Major Assets Reorganization Of Listed Companies

Apply for Trading Halts by planning the major assets reorganization has been one of the most high frequency suspension reason of listed companies,the initial purpose of the system design is to prevent insider trading,but due to the suspension period of this kind of Trading Halts are longer than any other kinds of Trading Halts,and the initiative is firmly hold in the hands of a company's management,it once be abused for against a hostile bid to prevent improper purpose of tools such as shares tumbled,while Shanghai stock exchange and Shenzhen stock exchange have made a modified suspension system,but the chaos is still serious.This paper borrow the overseas experiences of the material assets reorganization suspension rules,and compared the similarities and differences between this kind of suspension at home and abroad,and combining with the perspective of anti-takeover,review the legality of the material assets reorganization suspension behavior,finally,the paper tries to make suggestions on solving the existing problems in terms of the reform of the suspension system and the linkage of the suspension system.There are four parts in my article:The first part is the summary of the suspension system of the material assets reorganization in our country.This part mainly introduces the material assets reorganization system's purpose,composition and present situation.From system purpose,the main purpose of the suspension system is to prevent the management and major shareholders take behaviors of insider trading during the period of material assets reorganization.From system composition,it mainly includes the securitiesregulatory agency rules and rules of stock exchanges,this paper also made a comparison chart of the Shanghai stock exchange and Shenzhen stock exchange rules.From system present situation,the current material assets reorganization of the suspension system is abused in order to realize purposes such like against a hostile takeover,prevent tumbling shares,help big shareholders to make profit,and also lead to some adverse effects such as limit shareholders to transfer their shares,increase the unbalanced conditions between shareholders,as well as create negative influence to the internationalization of securities.The second part is the comparation of overseas suspension systems.This part mainly introduces the regulations of suspension under material assets reorganization in New York stock exchange,Hong Kong stock exchange,Toronto stock exchange and London stock exchange,and contrast the suspension system in our country,as well as summarizes the commonness and difference of suspension system at home and abroad and think of the reasons of current problems.The third part is the analysis of suspension system of material assets reorganization in our country.Firstly,this part discusses that the suspension of material assets reorganization can be regarded as a new type of anti-takeover measures and should be restricted by anti-takeover measures legality judgment standards.At the same time,this part borrows the experiences from the Rules Unocal,Rules Revlon and Rules Blasius,putting forward that we should constructive presumption system to realize suspension classification,using Rules Unocal to judge the legitimacy of suspension and coordinating suspension behavior's validity to tender offers.In the end,this part also take Vanke and Aijian for example,judge those cases' suspension legitimacy under Rules Unocal.The fourth part is the improvement of the system of suspension of the material assets reorganization.This part divides the improving methods into to two aspects—the innovation of the suspension of material assets reorganization by itself,and the promotion of other relevant systems.From the perspective of the innovation of suspension system of material assets reorganization,the paper puts forward advices such as introducing anti-takeover measures legality judgment rules,strengthening the information disclosure obligation system design,introducing dissenting stockholders 'appraisal right into suspension items.From the perspective of the promotion of other relevant systems,the paper advises to improve the system of insider trading regulation and the mechanism of implement faith obligations.