Law And Economics Study On Tender Offer Of Listed Company

Tender offer of listed company is a standard method for acquisition in securitiesmarket, among listed company acquisition defined as a kind of activity to acquire thecontrol power upon the target company through stock rights exchange. In theoccidental countries with developed securities markets, tender offer has become anefficient channel for reconstructing properties, disposing resources, and expanding inlow cost. Restricted by the large numbers of non-circulating state-owned shares andcorporate shares in our country in the past, tender offer had not been the mainstream inacquisition. However, it is expectable that tender offer will developed with greatprospects when the division between circulating shares and non-circulating shares iseliminated and full circulation is realized in our securities market. Recently thescholars in our country have paid enough attention to tender offer of listed companyeither from the perspective of law or from economics. Then this article restudies thissubject via an efficient method, law and economics study.Except for the introduction and epilogue, this thesis can be divided into four chapters:Chapter one, logical correspondence between"law and economics study"and"studyon tender offer of listed company", proves that it is proper to utilize law andeconomics to study tender offer of listed company, from their values, theories, andmethodology, after reviewing the history of such a study approach. Chapter two, definition on tender offer of listed company, generalizes legalconceptions of tender offer, differentiating with similar terms such as merger,acquisition, consolidation, etc. The advantages of tender offer acquisition herein arehighlighted by comparing with agreement acquisition, which paves roads for thefurther discussion.Chapter three, law and economics study on the laws and regulations of tender offer,analyzes the legislation on tender offer of listed company from five angles: disclosureof major shareholder equity,"step rule"of tender offer, obligation on compulsivetender offer, high price rule, and share purchasing rights of dissenters, which formingthe main body of this article. To sum up, legislation should base on social benefit.In the fourth chapter, law and economics study on anti-acquisition measures to tenderoffer of listed company, cost-benefit, efficiency, and game theory are the threemethods utilized to illustrate these anti-acquisition measures, where the conclusion isinferred as only improving the anti-acquisition legislation can the interests of both thetarget companies and their shareholders be protected effectively at present.In the end, three suggestions thereon are provided: improving the informationdisclosure system in listed company, establishing the share price evaluationmechanism, and restricting the anti-acquisition measures, which could ensure thetender offer acquisition and anti-acquisition function effectively and the true value oflisted company is appraised properly.