Research On Tender Offer From The Perspective Of External Governance

In recent years,as China's capital markt has entered the era of full circulation,the number of tender offer has increased year by year.The traditional offer triggers a tender offer where a agreenment transfer made the share more than 30%,or a major shareholder makes a tender offer to consolidate the controlling right,with our country has tightened its supervision over the licensing of secondary market in 2017,there were many cases of hostile bids by tender offer occured in A-share market,and in these cases,there are many problems in the exposure of the tender offer system and corporate governance,which arouse the poblic follow.Based on the control competition,this paper studies the external governance mechanism of tender offer.Firstly,introduce the theory of the offer,and the influence of hostile takeover and anti-takeover on corporate governance.Further,this paper makes a comparative analysis on the development hostory,currunt situation and characteristics of the tender offer of various countries,integrates the experiences of mature capital markets,and discusses the shortcomings of our country's sysytem.On this basis,this paper analyzes the case of hostile tender offer by Zhenxing Biopharmaceutical&Chemical Inc and SHANGHAI AJ CORPOPATION,and reviews the system deficiencies revealed in the above events,including the lack of anti-takeover supervision,and lack of regulatory constrains on controlling shareholders.Based on the above analysis,this paper combines the experence of mature capital markets,and believes that in terms of the tender offer,China needs to improve the substantive provisions of the tender offer and information disclosure sysytem,strengthen the regulation of insider trading and suspended defensive measures,and put forward suggestions for perfecting the corporate governance mechanism of China from the aspects of the fiduciary responsibility of major shareholders and the obligations of the target board of directors.The tender offer for control competition has just appeared in our contry,whether the listed companies,investors,or the supervisory level's have not been sufficiently awared of the hostile tender offer.This paper combines China's national conditions and actual conditions of listed companies,and puts forward suggestions for improving corporate governance and improving the efficiency of capital markets where there are practical significance to listed companies,investors and regulators.