A Case Study On Offer And Acquisition Of Listed Companies

In the last two years,due to the downturn in the domestic stock market,the valuation of listed companies has been relatively low.Not only can we acquire the control rights of listed companies quickly and at lower cost for industrial integration,but also buy listed companies by way of offer.You can also enjoy the gains from the increase in the value of shares.As a result,there has been a sharp increase in the number of acquisitions of listed companies by tender offer since 2017.Since 2016,regulators have successively issued new rules on backdoor borrowing,new rules on refinancing and new policies on reducing holdings,making it more difficult to obtain control of listed companies through backdoor borrowing,non-public issuance and increased holdings in the secondary market.So that it was rare.The tender offer that was adopted gradually became the mainstream.The market-oriented tender offer has the characteristics of fairness,fairness and openness.Small and medium-sized investors enjoy the same rights as large shareholders in selling shares to obtain investment income,which can better reflect the fairness of the market.Therefore,in the current capital market environment,Acquiring the control rights of listed companies by means of tender offer is becoming the preferred way of acquirers and regulators.Modern companies pursue corporate value by maximizing profits and maximizing shareholders' interests.However,in reality,there is usually a controlling shareholder "a sole owner" to control the company's specific operation,scheduling Apart from the phenomenon of the legal interests of minority shareholders,the main causes of this phenomenon are the defects of corporate governance system,measures and structure.As a result,minority shareholders have become vulnerable groups in corporate governance that need to be protected.Although our country protects the legal rights and interests of minority shareholders as far as possible,the present situation is still not optimistic.The main research object of this paper is st biochemical tender offer.Through the methods of literature retrieval,quantitative analysis and qualitative analysis,this paper studies the development and present situation of the tender offer market,and analyzes the acquisition mode of the control rights of listed companies.The motivation,relevant regulations and core elements of tender offer of listed company.Based on the analysis of the basic situation of the case of st biochemistry tender offer,this paper mainly discusses the motivation of the offer,the role of the minority shareholders in this case,the problems existing in the offer and the enlightenment brought about by the offer.This article is about the law of perfecting the tender offer of listed company from perfecting the listed company's tender offer This paper puts forward some suggestions in four aspects:standardizing the takeover offer of listed companies,giving full play to the market mechanism in order to improve the efficiency of tender offer and developing institutional investors to guide rational investment.The tender offer has gradually become the main way to control the company.This case is the first successful case in the capital market of China to obtain the control rights of the listed company by open bidding.It provides a feasible scheme to restrict the controlling shareholders and emphasizes that the controlling party should attach importance to the interests of the minority shareholders.