| In this thesis, with the application of the keystone of company law and by means of comparison and economy analysis, I focus on specific legal system and criterion as regards a report system of a big shareholder holding the shares issued by a listed company reach legal proportion, a system of takeover by offer and by agreement and so on.In Part 1, the focus is on analyzing the definition of takeover of listed companies.The definitions of takeover of listed companies are different in different countries and regions and generally divided into broad sense and narrow sense. Our country adopts its broad sense.The legal characteristics of takeover of listed companies are as follows:(1) The subject matters are investors;(2) The action is a special trading behavior of securities;(3) The object is the share issued by a listed company according to the laws; And(4) Its aim is the realization of controlling shares and merger through purchasing target' company.In Part 2, the focus is on exploring legal system of takeover of listed companies. The basic principles of takeover of listed companies are as follows:(1) The principle of shareholders of target company having equal treatment;(2) The principle of mandatory takeover; and(3) The principle of disclosing the information.There are different patterns for different countries to rule takeover of listed companies. The legislation on takeover of listed companies in our country begins with Temporary Statute on Administration of Shares Issuing and Trading drafted out in 1992. The content of Company Law of the People's Republic of China only stipulates the two forms of company merger. The provision for listed companies to takeover stipulated by the Securities Law of the People's Republic of China adopted in Dec. 1998, is a balance as a whole.At the present time, the estimate of takeover of listed companies system correlative economics theory may be divided into favorable theory and suspicion of value of takeover and merger. Since there are both benefits and disadvantages in Takeover of listed companies, the means of analysis and balance entirely should be taken. The policy tendency in China is positive, at the same time, the negative of takeover of listed companies should not be ignored.In Part 3, the focus is on discussing reporting legal system of the shareholders holding shares reaching to legal proportion.In every country's securities law legislation, the shareholders who hold the shares issued by a listed company and reach to legal proportion are required to disclose the states of holding shares. As our securities business is concerned, this proportion that a shareholder who holds shares issued by a listed company and reaches to 5% percent of the shares should disclose is too strict. My proposal is to advance this proportionfrom 5% in our present law to 10%.The question on 'holding shares indirectly' and 'acting persons in concert' in legislation of securities law has not been settled properly in our country. My proposal is that the notion of "investor" should be clarified in related statutes.The content of reporting holding shares of the big shareholders who reaches to a legal proportion is the minimum information required. The shareholders holding shares and reaching to a legal proportion are prohibited to buy or sell shares.In Part 4, the focus is on presenting legal system on takeover by offer.Takeover by offer indicates the action for purpose of gaining or intensifying hegemony or control right to a company, sending out takeover offer of purchasing its shares issued at all target company's shareholders and purchasing its shares. Takeover by offer is provided with publicity, equitableness, legal time limit and exclusivity. According to different criteria, takeover by offer may be divided into voluntary takeover by offer, compulsive takeover by offer, whole takeover by offer and partly takeover by offer.The principle on autonomy is still in the highest flight in most countries. Meanwhile, the tendency of compul... |
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