我国上市公司反收购实证分析及法律规制研究
发布时间：2019-01-21 13:43
【摘要】：我国股权分置改革完成后,证券市场上收购与反收购的战争也如雨后春笋般涌了出来。之前我国上市公司的合并与分立一般是政府主导的行政行为,因此对它们规制的法律相对较少,也相对不完善。但是,上市公司的收购与反收购是资本市场的必然产物,也是资本优化配置的高效手段,对于完善我国资本市场尤为关键。所以,对于上市公司收购与反收购进行科学的法律规制已经迫在眉睫。 本文采用实证分析的方法对我国上市公司常采用的反收购方法进行分类、同时进行合法性与合理性分析。在此基础上,也提出了完善我国反收购立法的价值取向、立法原则和完善立法的具体建议。 本文除了前言和结论外主要分为以下几个部分:首先,结合实际案例对在我国上市的公司近年来常采用的反收购方法进行了列举和分类。将其分为了对抗性反收购方法和防御性反收购方法两大类;其次,分别结合我国的现有法律对对抗性反收购方法和防御性反收购方法下的各个具体反收购方法做了合法性分析与合理性分析。在此基础上总结了我国上市公司反收购方面所存在的主要法律问题;再次,给出了完善我国反收购立法时应该坚持的三个基本价值取向:保护股东尤其是中小股东的利益、保护资本市场的市场机制、创造公平的市场环境。也给出了反收购立法时应该坚持的五点基本原则:反收购信息充分披露原则、反收购权归股东大会原则、平等对待股东原则、保护利益相关者原则、完善司法救济原则。最后,还给出了在完善公司法等实体法上和程序法上以及司法救济方面的具体建议。以期,我国的上市公司反收购有法可依,存在科学、完善、合理、公平的反收购法律;有法必依,在反收购的程序中让中介机构介入使得上市公司必须依法进行反收购;违法有救,在上市公司违法反收购损害了收购人、股东等利益时,受害者有适当且高效的救济措施可寻。
[Abstract]:After the reform of split share structure in China, the war between takeover and anti-takeover sprang up in the stock market. Prior to the merger and separation of listed companies in China is generally government-led administrative behavior, so the law of their regulation is relatively less, and relatively imperfect. However, the acquisition and anti-takeover of listed companies is an inevitable outcome of the capital market and an efficient means of optimizing the allocation of capital, which is particularly critical to the perfection of China's capital market. Therefore, the listed company acquisition and anti-takeover of scientific legal regulation has been imminent. In this paper, we use the empirical analysis method to classify the anti-takeover methods often used by listed companies in China, and at the same time, analyze the legitimacy and rationality. On this basis, it also puts forward the value orientation, the legislative principle and the concrete suggestion of perfecting the legislation of anti-takeover in our country. In addition to the preface and conclusion, this paper is mainly divided into the following parts: first, combined with the actual cases of listed companies in China in recent years used in the anti-takeover methods are listed and classified. It is divided into two categories: adversarial anti-takeover method and defensive anti-takeover method. Secondly, combining the existing laws of our country, the author analyzes the legitimacy and rationality of each specific anti-takeover method under the adversarial anti-takeover method and the defensive anti-takeover method. On this basis, it summarizes the main legal problems existing in the anti-takeover of listed companies in China. Thirdly, it gives three basic value orientations that should be adhered to when perfecting our anti-takeover legislation: protecting the interests of shareholders, especially minority shareholders, protecting the market mechanism of capital market, and creating a fair market environment. It also gives five basic principles that should be adhered to in the legislation of anti-takeover: the principle of full disclosure of anti-takeover information, the principle of the right of anti-takeover to the general meeting of shareholders, the principle of equal treatment of shareholders, the principle of protecting stakeholders, and the principle of perfecting judicial relief Finally, the author gives some concrete suggestions on the improvement of corporate law, procedural law and judicial remedy. It is expected that there is a scientific, perfect, reasonable and fair anti-takeover law for the listed companies in our country, and that the intermediary organizations must intervene in the anti-takeover procedure so that the listed companies must carry out anti-takeover in accordance with the law. When the illegal takeover of the listed company damages the interests of the acquirer and the shareholders, the victim has appropriate and efficient relief measures to be found.
【学位授予单位】：中国政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.29;D922.287
本文编号：2412713
[Abstract]:After the reform of split share structure in China, the war between takeover and anti-takeover sprang up in the stock market. Prior to the merger and separation of listed companies in China is generally government-led administrative behavior, so the law of their regulation is relatively less, and relatively imperfect. However, the acquisition and anti-takeover of listed companies is an inevitable outcome of the capital market and an efficient means of optimizing the allocation of capital, which is particularly critical to the perfection of China's capital market. Therefore, the listed company acquisition and anti-takeover of scientific legal regulation has been imminent. In this paper, we use the empirical analysis method to classify the anti-takeover methods often used by listed companies in China, and at the same time, analyze the legitimacy and rationality. On this basis, it also puts forward the value orientation, the legislative principle and the concrete suggestion of perfecting the legislation of anti-takeover in our country. In addition to the preface and conclusion, this paper is mainly divided into the following parts: first, combined with the actual cases of listed companies in China in recent years used in the anti-takeover methods are listed and classified. It is divided into two categories: adversarial anti-takeover method and defensive anti-takeover method. Secondly, combining the existing laws of our country, the author analyzes the legitimacy and rationality of each specific anti-takeover method under the adversarial anti-takeover method and the defensive anti-takeover method. On this basis, it summarizes the main legal problems existing in the anti-takeover of listed companies in China. Thirdly, it gives three basic value orientations that should be adhered to when perfecting our anti-takeover legislation: protecting the interests of shareholders, especially minority shareholders, protecting the market mechanism of capital market, and creating a fair market environment. It also gives five basic principles that should be adhered to in the legislation of anti-takeover: the principle of full disclosure of anti-takeover information, the principle of the right of anti-takeover to the general meeting of shareholders, the principle of equal treatment of shareholders, the principle of protecting stakeholders, and the principle of perfecting judicial relief Finally, the author gives some concrete suggestions on the improvement of corporate law, procedural law and judicial remedy. It is expected that there is a scientific, perfect, reasonable and fair anti-takeover law for the listed companies in our country, and that the intermediary organizations must intervene in the anti-takeover procedure so that the listed companies must carry out anti-takeover in accordance with the law. When the illegal takeover of the listed company damages the interests of the acquirer and the shareholders, the victim has appropriate and efficient relief measures to be found.
【学位授予单位】：中国政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.29;D922.287
【引证文献】
相关硕士学位论文 前1条
1 刘京松;上市公司反收购措施的法律规制研究[D];吉林大学;2012年
，本文编号：2412713
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