A Listed Company To Acquire A Number Of Legal Issues

With the development of the securities market and hastening of the internationalized process, the takeover of the listed company of our country is becoming more and more frequent. As an effective economic means, besides improving advanced productivity and corporate management structure, the takeover of the listed company can play an important role of resource distribution, helps to exploit new growth points, and develops the control market. In addition, it impels the development of national economy and securities market.Compared to the listed company in the developed securities market of Great Britain and America, there is some difference in the aspects of the stock equity structure, management structure, economic and legal environment of the listed company in China. Hence, it has certain particularity in the takeover of the listed company of our country. Furthermore, because the takeover legislation of our country is not so perfect and the securities market is immature, it is more necessary and urgent to develop the takeover legislation of our country to adapt to the changing circumstances.The treatise studies the legal system of the takeover in the method of comparative jurisprudence based on the specific condition of China, and gives some suggestion. This treatise consists of four chapters. The first chapter introduces the basic theories of the takeover. Comparing and differentiating with the similar terms such as solicitation of proxy, asset acquisition and mergers, the treatise defines the concept of the takeover. Also the chapter makes the brief statement to classification, legislative purpose, legislative goal, principles and the current situation of the takeover legislation at home and aboard. The second chapter discusses the system of takeover bid in details, including mandatory takeover bid, partial takeover bid and voluntary takeover bid. And it analyses the legal issues and puts forward some suggestion to the deficiencies of the law in this chapter. For example, I think as soon as the bidder possesses 30% shares of the company, he would make a mandatory takeover bid except that it is exempted by CSRC. And I suggest we should ascertain the legitimacy of the voluntary takeover bid, etc. The third chapter introduces the system of takeover by agreement briefly, including the target, the obligation and immunity of the mandatory takeover bid in the agreed takeover, the price of the state-owned stocks and corporate stocks during the course of transfer, the relation between the takeover bid and the agreed takeover. The fourth chapter of the treatise expounds the anti-takeover system. Itanalyses the theory concerned and the legislative mode in the Great Britain and America. Rely on that, I put forward a series of tactics about management, stock, legal and give some feasible suggestion to the legislation in respect to improving the anti-takeover regulation of our country.Zhao Fan (civil & commercial law) Directed by Shen Qiuming...