On The Acquisition Of Listed Companies In The Information Disclosure System

Information disclosure is an important obligation of listed company buyers, is the premise for the function of buying listed companies, and is an effective way to protect the interests of the shareholders of the target company. It also guarantees to prevent the cheat and abuse of power during the process of buying, and is the main manner to supervise the buying process of listed companies. As a supervision way for securities with low cost and high effectiveness, information disclosure has already been introduced among major capitalized market in the world. In order to get involved in the development of buying practices, major western countries began to revise or make a serious of laws and systems regarding the acquisition of listed companies, such as the disclosure system of pre-acquisition of listed companies and disclosure of main body for information publication, which regulated the information disclosure of listed companies' acquisition. It is until the establishment of security market that the acquisition of listed company emerged in our country. The first regulation is "Temporary Regulations for the Supervision of listed Companies in Shenzhen", which was carried out in 4^th April, 1992. The following "Temporary Rules for Stock Issue and Transaction", "Specific Rules for Information Disclosure of Companies Issuing Public Stock", "Security Law of PRC", "Acquisition Regulation for Listed Companies" and "Regulation for Information Disclosure of Listed Companies", etc., regulated the information disclosure for acquisition of listed companies in our country and the legal responsibility for breaking the law of information disclosure. However, this system is mainly the result of copying the disclosure system of acquisition information from developed western countries. It didn't catch the guidance for the legislation of information disclosure for acquisition, and also couldn't revise and apply some specific rules innovatively combining Chinese practice. There are still many shortcomings. For example, from the perspective of the guidance of legislation, it still couldn't surpass traditional disclosure philosophy centered by the issuer; from the perspective of the content, it didn't regulate the same main body of the acquisition of listed companies, and there is no regulation for the buyers of information disclosure in the acquisition agreement; from the perspective of stakeholders' interest protection, there are still many shortcomings like the imperfect protection system of small and medium sized stakeholders' interest. I think that we should learn foreign legislation, and not only the system, but the area of ideology, to perfect the information disclosure system of the acquisition of listed companies.The essay firstly analyzes the value of acquisition information disclosure of listed companies, which is the embodiment of the publication of securities legislation, is the requirement to protect the interests of the vast investors, especially the small and medium sized investors, and could promote the optimization of resources configuration. The holding stakeholders and the administrators of the company should bare the responsibility of information disclosure in the process of acquisition. The essay then reviews the history of acquisition of information disclosure system of listed companies of Britain and the US, who equipped with two functions: to protect the investors and prevent security cheat, and to compare it with the current regulation, including the disclosure system before the acquisition, the disclosure of acquisition agreement, and the information disclosure of the board of target companies, etc. The third part investigates the current regulation for acquisition information disclosure of listed companies, including warn disclosure system for stake holding, information disclosure system for acquisition agreement, and disclosure responsibility for board of target companies, etc. By comparison, to analyze the defects and shortcomings of acquisition information disclosure of listed companies of our country, and to perfect the legislation focused on the guidance of legislation and administration for acquisition information disclosure of listed companies, the settlement of the rules of the same operator, the adjustment of the holdings of stakeholders and changing report system, information disclosure system in acquisition agreement.