Listed Company Merger And Reorganization Regulatory System Research

Mergers and acquisitions (abbreviated as M&A)activities of listed companies in China has nearly20years of practice, and M&A as an important means of resource allocation, has contributed a large number of quality assets for capital markets and promoted the active development of capital markets.As the proportion of China's listed companies in the national economy increased continuously, M&A of listed companies in the capital market has become one of the important ways of promoting the change of development mode and economic structural adjustment, and played an active role in the optimal allocation of resources, industry consolidation and upgrade, enhancing the international competitiveness force and promoting the reform of state-owned enteiprises. To promote economic structural adjustment and to promote industries'developments in using M&A of listed companies, is not only an historical opportunity but also an historical task. However in this process, several negative phenomenas accompanied with M&A of listed companies also appeared, such as the violation to the implementation of M&A, the circumvent the regulatory bodies and insider trading, making the market and the community have a negative impression of the M&A. Therefore, how to protect the interests of the small shareholders of listed companies in the M&A, and to prevent and crack down on fraudulent activities of breeding in the M&A in markets such as insider dealing and market manipulation, is the goal of the tireless efforts of the securities regulators in every country. Every government has established various regulatory system to the M&A of listed companies, based on its value judgment to the behavior of M&A of listed companies, different levels of market development, as well as their respective national conditions, and has adopted with varying degrees of supervision and management to the M&A behavior.The supervision and management of the M&A of listed companies, fundamentally speaking, is a government behavior. According to the changing market situation, improving the regulatory system, updating the concept of regulation, improving the regulatory approach, improving regulatory rules, enhancing the ability to solve practical problems by applying scientific theories, solving with the relationships between government and enterprise relations, between government and community and all kinds of relations within the government, improving government performance, improving the performance of government, and thus contributing to regulated development of the capital market and real economy, has an irreplaceable theoretical and practical significance.M&A of listed companies across many disciplines involved in the field, has long been a hot issue of the capital market and scholars. Many domestic and foreign scholars have conducted a special study starting from their own respective fields, and put forward many useful suggestions. However, most of them are still limited to the specific system or form of M&A of listed companies, and problem for the regulation of M&A of listed companies is still an emerging problem, has not yet formed a more systematic theoretical system. As for the building issue of the regulatory system of M&A of listed companies, is more in the initial exploratory stage, and in the existing literatures, there is no article about the regulatory system of M&A of listed companies from the perspective of public administration, and therefore it is very difficult to study it. The author tried a bold attempt to do her best.In this thesis, the object of study is the regulatory system of listed companies'mergers and acquisitions, and the paper relied on financial theory, the securities regulation theory and so on, absorbed and learned the latest research, by ways of systems analysis, empirical analysis and normative analysis, comparative and dynamic analysis and the method of combining theoretical analysis with the operating practices, from different angles to explore the operation of the regulatory system of M&A of listed companies, to sum up the problems in the regulating practice in the M&A of listed companies, to compare and analysis the composition and regulatory situation of M&A of listed companies in the foreign countries, to reflect on the implementation effects of China's regulatory system of M&A of listed companies, trying to make the argument more fully, and analysis more thorough. On the basis, the paper raised the choices and the proposals to build and improve the regulatory system of M&A of listed companies in keeping with the level of development at this stage of the Chinese market.The author believes that the regulatory work of M&A of listed companies has a significant interest to the maintenance of the normal conduct of M&A of listed companies, so the premise to prefect the regulatory system of M&A of listed companies is to attaches great importance to the supervision of the M&A of listed companies. The author raised some proposals and advices to perfect the systems, and wished to provide research evidence in perfect China's regulatory system of M&A of listed companies and made a modest contribution to the continuously improved supervision work of M&A of listed companies.In addition, on the basis of the above general argument, the author studied the regulatory system of M&A of listed companies in China's minority areas, hopefully providing a basis for research material to enhance of the standards of regulating M&A of listed companies in minority areas.