Research On Regulating Take-over Of Listed Company By Security Law

As the kind of important and special security exchange transaction, take-over of listed company had been concerned by domestic and overseas scholars for a long time. The acquisition and regulation history of over 100 years overseas offered us the precious resources which we can learn from. Stick to the combination of advanced legislations and domestic situation, the system of regulating take-over of listed company had been built by and large. The active legislations was designed for promoting efficiency, improving the company management structure, optimizing the configuration of resource, but it is also the sacred mission of law to safeguard equal and justice and protect the weak. Considering it from two aspects of efficiency and justice, the legislations is unsatisfactory. Tender offer and Agreed acquisition, as two primary manners , have the respective applicability ,advantages and disadvantages, but it is the common task to perfect the legislation system,better the details of system and reinforce the applicability of law. It is difficult to build the normative and efficient legislation system in the condition of the transforming stock market and peculiar share structure of listed company. The legislation should regulate the activities of take-over of listed company as well as put apart space to innovate further.The thesis consists of four chapters: Chapter 1, generally introducing regulations of takeover of listed company, discussing conceptions, foundation and the basic principle of the legislation. Chapter 2, comparing the legislations of U.S.A and U.K., analyzing the background and mechanism of the system, illuminating the advantages which we can refer to. Chapter 3, reviewing the history of the regulations of take-over of listed company of China, analyzing the value, content of current legislations of tender offer and agreed acquisitions, discovering the insufficiency and omissions especially. Chapter 4, the writer puts forward some suggestions to establish and strengthen legislations of take-over of listed company. The conclusion is given that the legislations is to be standard and efficient with the development of the take-over of listed company and perfection of stock market.