Research On The Legal System Of Privatization And Delisting Of Listed Companies In My Country

A mature capital market should have not only a strict access permission mechanism,but also unblocked exit channels.For achieving the long-term development goals,public to private transactions is a means of corporate reorganization to exit the securities market for the listed company.For one thing,going private can help the company optimize allocation of resources and avoid the high cost of supervision and information disclosure.For another,it can also help controlling shareholders acquire the stronger power of corporate control while freezing out the minority shareholders to clear the obstacles of the company development.Public to private transactions is an essential legal system to propel the sound development of the securities market.However,this legal system is immature in both legislative practice and theoretical research on account of the late appearing in our country.Therefore,our country should expedite the legislative consummation of public to private transactions with paying close attention to the protection of minority shareholders.It's not only for helping the vulnerable groups who own the less information,but also for accelerating the maturity of the exit mechanism in our capital market.In this way,the working mechanism of our capital market can run more smoothly.In this text,there are five chapters:The first chapter explained the background,the significance,the domestic and foreign progress and the strategy of this research.Meanwhile,it introduced five legal research methods that the author used.Otherwise,it also pointed out the innovation and the deficiency of this thesis.The second chapter expounded the basic knowledge about how public to private transactions taking shape,including the connotation,the cause and the way of going private.Meanwhile,it analyzed the value of the legal system related to public to private transactions.For the cause of public to private transactions,the author summarized four reasons:the first one is for integrating the industrial chain and optimizing the allocation of resources;the second one is for strengthening control and avoiding the hostile takeover;the third one is for evading the securities regulation and decreasing the operating costs;the forth one is for solving the problem of value underestimated and gaining the earnings of wealth transfer.For the way of public to private transactions,the author introduced four ways of it.They are share acquisition,listed company consolidation,asset acquisition and share consolidation.When it comes to the value of the legal system related to public to private transactions,the author analyzed it mainly from the point of the efficiency value and the substantial fairness.The third chapter analyzed the current situation of the legal system related to public to private transactions in our country and the defects it has.The author did research about the relevant laws and regulations of public to private transactions in our country and analyzed four defects it has:the first one is being short of supporting legal measures;the second one is the lacking of specialized rules of information disclosure;the third one is the neglect of fiduciary duties of controlling shareholders;the forth one is the absence of timely and effective relief mechanism to the minority shareholders.The forth chapter mainly stated five advanced foreign institutional rules about public to private transactions:the first one is one of the supporting legal measures called remaining shareholders freeze-out system;the second one is the specialized rules of information disclosure to going private;the third one is the fiduciary duties of controlling shareholders and board members;the forth one is setting up an independent counsel to help the minority shareholders negotiate with the trading promoter on an equal footing;the fifth one is endowing the minority shareholders with appraisal rights of fair value of corporate shares.The fifth chapter discussed how to perfect the legal system related to public to private transactions in our country combining with national conditions on the basis of using the experience of foreign countries for reference.The author gave us a few suggestions:For one thing,we should optimize the supporting legal measures of going private,including enacting uniform rules and setting up remaining shareholders freeze-out system.For another,we should strengthen the protection system of the minority shareholders during the process of privatization,including reinforcing the fiduciary duties of controlling shareholders and board members,enacting specialized rules of information disclosure,and improving the legal relief mechanism to help dissenting shareholders.In the end,there is a brief summary.The author showed her positive attitude to the development of public to private transactions in our country.What's more,she pointed out the direction where she should do more extension researches in the future.