The Research On Stock Exchange Of Listed Company

Stock exchange is found favor in company mergers’ eyes around the world, andgradually developed. As the action of organizational changes, the objectives andresults are a very different between stock exchange and company consolidation, merge.As one of the way of absorbing company, which are substantial differences betweenthe stock exchange and traditional ways of company merge, e.g. tender offer.Mandatory is the most valuable features of the stock exchange. In the process ofcompany merging, the minority shareholders have to sell their stock compulsorilyto achieve the target of become WOFE(Wholly Foreign Owned Enterprise), as well ashas significant impact of efficiency of company merge. There two key points areworthy to pay attention in stock exchange regular. The one is the protection ofstockholder, since the risk of mandatory in stock exchange procedure to influencethe benefit of shareholder. The other one is that the action of stock exchange reducesthe responsibility of amount of assets, which definitely has impact on the right ofcreditor, therefore, exchange system set up a different objection agenda in abroad.Stock exchange system began in the united states, expand in Japan. We fail tobuild this system recetly; To import of it will facilitate our company merge system.From our existing legislation, have already certain qualifications： such as the shareof the licensing system, the offer of a mandatory, but still needs to the acquisitionprocess, the right to lodge appeals with the proper ways to improve.On the ourcompany law,the the Objection shareholders can enforcement of appraisal right whenconsolidation、corporate separation and assign the main corporate assets,and dissentprocedure for interests of creditors when consolidation. the legislative experience ofJapanese company law could help us to construct the institution of stock exchange. Ifthe the appraisal and the dissent procedure for interests of creditors is application,whenstock exchange,will protect the objection shareholders and the the interests ofcreditors.