| Under the condition of market economy, represented by the restructure of assets, the merger and acquisition of assets is a kind of enterprise behavior and market behavior, as it realizes capital concentration, promote development, adjustment industrial structure and optimize resource distribution rapidly. The economic development history of the developed country can be said to be a merger and acquisition of assets of history. In recent years, market merger and acquisition of assets activity launch vigorously in the Chinese securities market. The utilization of shell resource has caused the extensive concerns of the government, academic and securities circle too. In China, though shell resource came into being under the special background, it is meaningful to the state-owned enterprise reform that is advancing energetically, and to the development in the 21st century to China's finance and capital market. Just because of above- mentioned background, I attempt to set foot in and borrow relevant question on the utilization of shell resource.This dissertation adopts the Marxist analytical method, following logical thinking system "what-why-how" .It attempts to make reader have an overall understanding to the merger and acquisition of assets behavior in securities market, in order to reach it from special to general, and then from general to special.The first chapter defines what is shell resource Then it makes comparison of the two way of making use of shell resource Finally, this dissertation discusses the trend of making use of shell resource, pointing out that with the development of securities market, the utilization of shell resource will reduce in that the securities market and the investor will become much more rational than ever.The second chapter analyses the basic motivation of utilization shellresource. The listed company have priority to those which are not listed company, They can get extra profit from the priority .So many enterprise try their best to get the certification of listed company, seeking extra profit which is above the average level is the basic motivation of utilization shell resource. The extra profit will be different in different situation, so different enterprise concern in different aspects of the extra profit when it wants to be a listed company.The third chapter starts from the locating of benefit and cost, the enterprise has to compare the benefit and cost of being listed company before it makes decision of acquisition. If the expected benefit is more than the cost, it will choose to utilize the shell resource. Otherwise, it will give up. When discussing the cost, two factors must be concerned: one is the extra compensation to the former biggest stock holder so that they will be willing to sell its stock .The other factor is that the price of the target enterprise will be higher than usually, which will increase the cost.The fourth chapter discusses the risk of being listed company. Through buying the stock of the target enterprise first, maybe when the enterprise become the biggest stock holder of the target listed company, it will find that the target listed company is not as good as it has expected, which is the risk of failure. To prevent it, first, the enterprise should set a suitable expectation to the acquisition behavior. It should evaluation the target listed company and itself correctly. Then it should make good preparation for the acquisition. For example, collect information as much as possible, ask professional to give advice, and strive to get the support of the government, etc.The fifth chapter discusses the relative laws of merger and acquisition. First this dissertation introduces the main process of buying the stock of the target listed company. Then it analyses the default of the present law about merger and acquisition. Compared with the similar writings, in my opinion, thisdissertation's main contributions are as follows : first, it applies the theory of rent-seeking to analysis the reason of making use of shell reso... |
