| Since the development of our country’s securities market for 30 years,the acquisition of listed companies has always been one of the securities activities that have attracted the most attention from the market.Our country’s first case of acquisition of listed companies,called "Bao Yan storm",was happened in the fall of 1993,at that time the State Council "Share Issuance and Trading Provisional Regulations" enacted less than six months.In recent years,every year 1 00 or so listed companies in a change of control,especially in the period of 2017 to 2019,under the influence of the securities market continued downward,the state continued to drop finance lever,a large number of private listed companies in the market fall into business difficulties,and the listed company that it actually controls changes hands to others.The acquisition process of listed companies is often accompanied by securities transactions of huge amounts of funds,and there will be violent fluctuations in the prices of securities in the stock market.Based on the empirical data of 461 samples from 2015 to 2019,the thesis conducted a stock price back test on 10 trading days before and after the announcement of the acquisition of listed companies.It showed that the stock prices of listed companies rose significantly from the event date(the day of the acquisition of listed companies)to the announcement date,with an average increase of 4.59%,which was significantly higher than before the event and after the announcement.In the process of violent price fluctuation,it is easy to breed insider trading,market manipulation and other prohibited trading behaviors,resulting in losses to small and medium investors.What’s more,after the change in control,due to the limited financial strength,insufficient industrial capacity and bad acquisition purpose,the new actual controller through by illegal guarantees or capital takes up,inject toxic assets of listed companies,etc,lead to long-term management dilemma of listed companies,and even delisted from the exchange,Bring huge investment loss to the majority of investors of listed companies.Since the 1960 s,Britain and the United States began to pay attention to this problem and began to regulate the acquisition behavior of listed companies.In 1968,the United States promulgated the Williams Act to regulate the acquisition of listed companies,which made important amendments to the information disclosure system of the Securities Exchange Act of 1934,requiring full disclosure of the changes in the equity of listed companies.In the same year,the UK Takeovers and Mergers Panel also issued the City of London Takeovers and Mergers Code,which provides corresponding provisions for information disclosure rules in the acquisition process of listed companies.Up to now,although various countries have different legislative contents,there is no doubt that the legal system of disclosure of acquisition information of listed companies has become the core component of securities law in each country.Compared with British and American developed countries,the securities market in China started relatively late,in the process of establishing legal system of securities by the profound influence of the foreign countries and regions of the securities market law,moreover,our country securities market also has a unique regulatory system,so in the first ten years of time,often appear advanced system and the market is inconsistent with the actual situation.For example,as early as 1993,China stipulated the tender offer system in the Interim Regulations on The Management of Stock Issuance and Trading issued by The State Council.However,the first tender offer case,namely the tender offer case of Nan Steel,did not take place until 2003.Even so,the value of tender offer system was not given full play to in this case.Some people described it as a light "cut scene".Indeed,Chinese legislators have been trying to perfect the legal system of acquisition of listed companies,especially the information disclosure system.In 2002,lawmakers conducted four years of in-depth research before formulating the Management Measures for Acquisition of Listed Companies.In order to adapt to the market environment in different times,the system has been revised six times so far on the basis of a profound summary of market practice cases,which has made a great contribution to the supervision of the acquisition activities of listed companies in China in the recent 20 years.However,how to effectively regulate the acquisition behavior of listed companies and effectively protect the rights and interests of investors is still a subject that needs efforts so far.On the one hand,legislators try to develop and maintain a stable and expected market for control of listed companies,so as to promote national economic development;on the other hand,they have to impose various obligations on the acquirer to protect the rights and interests of investors,and suppress some acquisition activities by raising acquisition costs.After studying the history of American securities information disclosure system,some scholars also came to the conclusion that the evolution of American securities information disclosure system is a process of walking on a tightrope and seeking balance.On one side of the tightrope is investor protection,on the other side is corporate development and economic growth.This thesis is an extension of the research in this background,the full text around the "listed companies acquisition information disclosure legal issues" this theme,This thesis is an extension of the research in this background,the text around the "listed company information disclosure legal problems" this one theme,and the securities information disclosure "significant standards" as the criterion in the review of our country listed company information disclosure rules,analyses its system structure,system design,and provides the perfect suggestions.The main content of this thesis includes the following contents:Listed company information disclosure as the development of securities information disclosure and supplement,make up for the traditional "" from inside to outside in the mandatory disclosure of information disclosure of structural shortage,effectively correct the information asymmetry between large shareholders and minority shareholders cause unfair phenomenon,is of great significance for the protection of rights and interests of small and medium-sized investors.However,the disclosure boundary of acquisition information disclosure of listed companies has always been a topic that confounds both theoretical and practical circles.After all,under the theoretical background of shareholder equality,requiring shareholders to undertake too much information disclosure obligation needs to seek another rational basis on the logic of traditional information disclosure.This thesis argues that,in the context of acquisition information disclosure of listed companies,is suitable for mandatory disclosure principle "significant standard" is still not out of date,the rules are still need to be "significant standard" as the basic principle,reasonable definition acquirers information disclosure obligations of the border.From the perspective of the rules themselves,China’s Securities Law,Measures for the Administration of Acquisition of Listed Companies and relevant laws,regulations,rules and normative documents have formulated relevant systems in great detail.However,if we review them based on the "material criteria",we will find that there are still many problems in the established information disclosure system of acquisition of listed companies.For example,in which important information shall be disclosed,how to differentiate different types of information disclosure,in violation of information disclosure obligation to bear legal responsibility and other key issues still need further review.Similarly,China’s current system differentiates according to shareholding ratio standards and sets different information disclosure obligations,which is not conducive to enriching the composition of investors in the market,because it sets too high information disclosure obligations on investors who only aim at financial investment,such as public funds and private funds.This thesis suggests that the acquisition information disclosure system of listed companies in China should consider the establishment of differentiated information disclosure rules based on shareholding intention.Observed from the perspective of the practice of system,this thesis,the current market there are many illegal disclosure cost oriented case,part of the core problem is not effectively correct for a long time,reflects the supply of acquisition of listed company information disclosure system in China,such as the "securities law" in the past,information disclosure violations only fined up to 600000 yuan,The cost of information disclosure violation is too low to deter the impulse to violate the rules.In practice,regulators apply the rule that senior executives violate the sell-limit period(the previous Article 204 of the Securities Law),which arouses a lot of controversy in the theoretical circle.Appeared in recent years,many by voting trust,indirect acquisition or combination cases of acquisitions of listed companies,in these cases,frequent trade pricing blurred,disclosure of key terms to hide information opaque,and so on,which leads to many insider trading and market manipulation of the ban on trading case.Especially in the case of the acquisition of listed companies through entrusted voting rights,there is a lack of specific regulatory rules in the current rules,and a large number of repeated entrustment of voting rights,arbitrary cancellation/abandonment,and evasion of the actual controller’s responsibility through entrusted voting rights occur frequently,resulting in instability or absence of the actual controller of listed companies.At present,China’s securities market has entered a stage of simultaneous development of both stock and increment.In the future,under the background of China’s implementation of securities issuance by registration system,it is very important to consider the disclosure system of acquisition information of listed companies according to the "material standard",so as to ensure the construction of a more efficient market for the control of listed companies without reducing the protection of investors’ rights and interests.This thesis argues that two basic logics should be grasped under the implementation of "material standard" as the basic principle of the acquisition information disclosure system of listed companies.First,information disclosure system should be able to maintain a dynamic balance between fairness and efficiency.Excessive emphasis on equity is not conducive to the rational allocation of resources in the securities market,and even hinders the development of social economy.On the contrary,excessive emphasis on efficiency will damage the interests of investors.Maintaining a proper dynamic balance between the two will not only help maintain stability and restore investor confidence,but also promote sound and sustainable economic development.For example,the changes in the rights and interests of the report on the contents of the disclosure,should be based on pay more attention to "significant" rather than blindly pursue "comprehensive",and walking rules set should be fully aware of the information disclosure itself rather than restricting trade.Secondly,the relevant information disclosure system should fully consider the actual situation of China’s securities market and reasonably absorb overseas excellent experience on the basis of the characteristics of the local market.Unlike overseas markets,which are dominated by institutional investors,China’s securities market is still dominated by retail investors,who are significantly different from institutional investors in information acquisition and understanding.The corresponding information disclosure rules should give more consideration to small and medium investors.At the same time,in the acquisition process of listed companies in China,the acquirer’s main purpose is to acquire the listed platform itself.Statistics show that most of the acquired companies are listed companies with major business deviation.In this case,there is less space to realize the predatory acquisition similar to overseas "white collar pirates".Information disclosure system should pay attention to the acquiring firm’s financial condition and acquisition plans for the future and other major information disclosure.It should be pointed out that in China’s legal liability system for violation disclosure,there has been a phenomenon of "paying more attention to administration and less to civil and criminal liability" for a long time.It is important to strengthen the supervision of violation disclosure of information,but with the internationalization and complexity of the domestic securities market,it is easy to expose the contradiction between the limitation of regulatory resources and the diversity of market violations.This thesis argues that the "material standard" should be taken as the guide to judge whether the disclosure obligation of information is illegal and to what extent,and the extent of the violation of the "material standard" should be taken as the basis to match the legal liability.Gradually establish a judicial judgment of "significant" civil liability,administrative punishment responsibility for supplement,for the illegal act is harmful to the society at the same time clear special criminal liability of the listed company information disclosure system.Although China has gradually changed the previous civil compensation mechanism that administrative punishment or criminal liability documents must be preconditions in the civil compensation for false statements,however,there are still some problems such as lack of professional talents and high cost of investors’ rights protection.Of course,domestic and foreign regulatory experience shows that the acquisition of listed companies itself has distinct dynamic and local characteristics,different stages of economic development,different countries show the characteristics and ways of acquisition of listed companies are special.The information disclosure system of the acquisition of listed companies will inevitably be dynamically adjusted with the changes of the acquisition of listed companies.It is inevitable that the information disclosure system of the acquisition of listed companies in China will be historically examined by the "material standard".Even the meaning of the "material standard" itself will have different understandings over time.Therefore this thesis proposed the relevant system perfect suggestion,along with the further development of our country securities market may also have certain limitations. |
PDF Full Text Request