Acquiring A Listed Company By Agreement

With the quickening of high-speed development and internationalized process of our national economy, the takeover of the listed company of our country is becoming more frequent. Comparing with listed company of the developed country of Great Britain and America, stock right structure, governing structure and economic environment and legal environment that are in the listed company of our country all have certain particularity, this decided that the takeover of a listed company of our country finishes with the acquiring a company by agreement. As a kind of effective economic means, the acquiring a listed company by agreement can give full play to the role of resource distribution, help to train new growth engines, develop advanced productivity.Acoording to the overall situation of securities market of our country, minority stock holder's interests protection problem urgently need to be solved, it is equally like this in the acquiring a listed company by agreement. The acquiring a listed company by agreement is shown as the stock trading activity between the purchaser and shareholders of targeted company on the legal relation, but conceal the fact that a big shareholder handle the trade behind this form. Purchaser utilize its advantage to discriminate against, force, minority stock holder. The interests of minority stock holder is in extremely uncertain risky condition. Minority stock holder interests protection is the access to solve the problem of acquiring a company by agreement. The minority stock holder is the indispensable component of security market in practice, it is the foundation that the secudty market develops. Without the minority stock holder's investment enthusiasm, the development of the security market will be building in the air. However, the minority stock holder in China is the weakest component among the great deal of participants in security market. The minority stock holder's interests protection means, in fact, the balance of interests in security market. Only when the interests of minority stock holder get practical guaranteed, can the development and prosperity of security market be possible. Owning to the reason that the relevant laws and regulations of acquiring a listed company by agreement in our country remain to be further strengthened and the minority stock holder's interests protection in acquiring a listed company by agreement is far from satisfactory, and the reason that there exists in practice many unstandard behavior, the necessity and urgency of legislation of the acquiring a listed company by agreement increase gradually. That's why this text discusses how to strengthen the acquiring a listed company by agreement.Great Britain and USA is the most developed country in acquiring a listed company by agreement. The successful experience from other countries can be useful reference for us. By comparing the legislation of minority stock holder's interests protection in acquiring a listed company by agreement in Great Britain and USA and other relevant countries with our country, the author, based on the present situation of China, analyzes the legal institution in acquiring a listed company by agreement, and put forward some preliminary suggestions on the perfection of the relevant system. This text is divided into three major parts and five chapters. The first part introduces the basic theories and relevant concept about the acquiring a listed company by agreement, introduces the basic principle of acquiring a listed company by agreement. Second part Divided into three chapters altogether, by discussing the introduction of minority stock holder's interests protection in three important systems that is mandatory take-over bid, the disclosure of information, inside dealing, the author analyzes in acquiring a listed company by agreement. Based on the former three parts, the author analyzes the dissatisfactory points of present legislation. Then the author proposes in acquiring a listed company by agreement.