Discuss On The Problem Of Act In Concert In The Mergers And Acquisitions

With the development of capital markets,enterprise merger and acquisition activities frequently occur.Major shareholders with respect to minority shareholders initiative has the advantages of information acquisition in the acquiring M & A process,which makes part of the legitimate rights and interests of shareholders vulnerable to abuse.Therefore,strengthening of law enforcement legislation mergers and acquisitions activity is also very important.Concerted action is a means frequent used in the mergers and acquisitions process.Different M & A party may by way of concerted action to control the implementation of the acquired company.At the same time access to information outside that investors cannot be obtained through information sharing between the concerted actions.Especially when the parties have not signed concerted action agreement,the identity of persons acting in concert are not well be recognized by outsides,which greatly increased the difficulty of monitoring the securities market regulators.Concerted action therefore can well avoid compulsory obligation of information disclosure and tender offers.In some cases,when persons acting in concert use the factor of information asymmetry to obtain the specific interests in the process of capital operating,on the one hand will make the interests of outside investors compromised,the other hand will destabilizing the market,impact the timely and effective delivery of market information.Therefore,the prefect of the relevant laws and regulations of concerted action in mergers and acquisitions activity need to be paid attention.This thesis introduces the research background and significance,elaborating the current research status at home and abroad,proposing the methods and ideas.Beginning from the first chapter,the thesis reviews control of the company,agency by agreement and concerted action and other literature,discussing the origin and motivation of shareholders acting in concert acts.Secondly,overviews the relevant concept of concerted action and describes the relevant theories involved: agency theory and asymmetric information theory,control theory.Subsequent Founder shareholders acting cases introduced,the operations and financial condition as well as historical events of Founder Technology and explains the process of three concerted action of shareholders.Then motive,means,and on the behavior of shareholders acting in concert for a detailed explanation.On this basis summary the impact of shareholders acting in concert in the process of Founder shareholders acting,and produce the policy recommendations in specification shareholders acting in concert.This thesis,starts from the relevant information in three concerted action of Founder Shareholders,collecting the data,analyzing the process and results of shareholders acting in concert.Through concerted action shareholder behavior analysis we found that there are some legal issues in the attention of the EGM.At the same time there may have the motivation of illegal operation as to avoiding disclosure obligations when shareholders acting in concert,so the public interest can be compromised.However,because concerted action often covert,it more difficult to be discovered,and laws in our company have not yet been clearly defined in this regard,which makes the guidance disclosed has certain shortcomings.In this thesis,there put forward some policy recommendations for these problems that learn from foreign experience to improve the legal system,strengthen the discovering of hidden concerted action,reasonable to apply to the intervention of the judiciary and the EGM,improving the information disclosure obligation system.