Influence Of The Defects Of Legal System On Minority Shareholders' Interest In Tender Offer

With the rapid development of China's capital market,mergers and acquisitions are becoming more and more frequent.As an important branch of mergers and acquisitions,takeover bid increasingly appearing in M&A market.Although the cost is higher,the benefits of takeover offer is also obvious,one-time to achieve acquisition goal,limited acquisition cost,quickly get shares from target company,these advantages is increasing attracting more and more companies who hold abundant capital of the enterprise,which become a force can not be ignored in the M&A market.The development of takeover offer market in our country,Ups and downs,shows a steady upward trend in recent years.The updates of offer policy has always been left behind the market development,which leads to,in many complex takeover offer cases,the lack of legislation on both side of takeover bid tend to take advantage of the loopholes in violations of the law.In addition,long duration and great influence on the market,the benefits of minority shareholders are more vulnerable to be damaged.This paper supplements the theoretical research on the defects of the tender offer system,enriches the research system of the tender offer system,and puts forward feasible suggestions for the tender offer policy makers in practice,providing supervision for the financial regulatory layer.This paper,starting from the background and significance of tender offer,based on a combination of domestic and international scholars' research to offer theory and system of minority shareholders protection,choose the case of Guangzhou funds offer Aijian group which make great influence in recent years,and discusses a series of system lack problem,as the offer system details are not clear,information disclosure system is imperfect,the anti-takeover system is not sound,lack of controlling shareholders and the board of directors right constraint system,and lack of shareholder litigation system.This paper proposes reasonable policy recommendations such as improving the details of the system,strengthening information disclosure,restricting the obligations of controlling shareholders and directors,and clarifying the anti-acquisition system.It is hoped that policy makers will pay more attention to and find out the institutional problems in the tender offer,listen to the demands of investors,effectively protect the rights and interests of minority shareholders,and create a healthy and fair trading environment for the capital market.