Inside Trade Regulation In Company Takeover

There is an old saying: The inside trade is as old as security market. Whereas inside trade is harmful to the efficiency and fairy of market, all countries have regulated it through legislating. But up till now, the number of the inside trade case that various countries have investigated and prosecuted is very few, also with low effect. Like ghost in market, people know"there are inside trade"but don't know"where are inside trade". At present, merges and acquisitions forward in the whole world, the inside trade rule in company takeover is made for a difficult problem that can't be ignored. Scanning the past theoretical research, we can find it pays attention to regulate inside trade and establishes his own system, but less likely to involve to research inside trade while purchasing in the company alone and the system is scattered. Actually, there is unique system value and regulate route in carrying on regulate to inside trade in company takeover. Compared with general inside trade regulate, its regulate way should combine the company takeover legislation to reflect more flexible application of"information disclosure", for company takeover involves more main bodies, the information transmission is more frequent and each elements need to be defined and made in order newly. Because of the above consideration, this text aims at combining the basic theory of inside trade, combs key elements of inside trade in company takeover again, analyses the route of inside trade regulation on the basis of the principle of"disclosure or abstention". At last, it will offer the suggestion of perfecting, combining the legislation of inside trade and company takeover in our country. This text is divided into four parts, about 35,000 words altogether.Part one is refer to necessity and moderation of inside trade regulation in company takeover. This part mainly probes into the necessity of inside trade regulation from the angle of fairy and efficiency, surveys the necessity of inside trade regulation in company takeover while regarding company takeover value as the breakthrough point, puts forward government regulation based on information failure and envisags the moderation of government's regulation to inside trade in company takeover from essential examining. Main innovations of this part: On the basis of summarizing the necessity of the inside trade regulation, put forward the opinion that, if don't regulate inside trade in company takeover, it will lead to disadvantage to reflect the value of company takeover, or lead to lose of intention of anti-purchase legislation, or lead to shrink of company takeover market, proving the necessity of inside trade regulation in company takeover from reverse side.Part two is refer to regulation system of inside trade in company takeover. This part sets forth the concept and elements in inside trade, inside person, inside information within inside trade under the vision of company takeover, introduce inside trade regulation legislation in company takeover in U.S.A., Britain and Hong Kong area. Finally, it recommends inside trade regulation principle, namely"disclosure or abstention"principle, and discusses application and selection of this principle. Innovations of this part are as follows: firstly, comb elements of inside trade in company takeover, i.e., inside person, inside trade, etc again, as the foundation of discussion of regulation method; secondly, unscramble"disclosure or abstention"principle again, and point out the difference of applied subject and applied situation between information disclosure and trade abstention.Part three is refer to analysis of regulation method of inside trade in company takeover. This part mainly discusses two types of inside trade regulation methods in company takeover: information disclosure beforehand and punishment afterwards. Among them, the regulation method of information disclosure beforehand mainly probe into the content, method of information disclosure and fairy of information disclosure. While the method of punishment afterwards analyzes the development trend, investigation and prosecution mechanism and justice intervention of inside trade punishment. Innovations of this part lies in: First, as to the regulation method of information disclosure beforehand, how to exert unique function of which in inside trade regulation is accounted for, though introducing information disclosure system in company takeover; Second, as to the method of punishment afterwards, it points out the trend of increasing force on punishment afterwards and probes into justice intervention under centralized competitive price mechanism.Part four is refer to perfection on inside trade regulation in company takeover in China. This part mainly combines legislations on inside trade regulation and company takeover, and analyzes the progress and deficiency of inside trade regulation in company takeover in our country, it probes into localization thinking of inside trade regulation in company takeover in the late age of stock right divided. Finally, it puts forward the perfecting suggestion of inside trade regulation in company takeover in our country, taking traditional and non-traditional inside person as breakthrough point. Innovations of this part lies in: First, under localization thinking, it points out that in the late age of stock right divided, inside trade regulation in company takeover should mainly regulate the inside trade within tender offer; Second, in perfecting proposal, on the basis of the different regulation methods between traditional and non-traditional inside person, it combs our country's current legislation again and puts forward a lot unique and pointed suggestions.