上市公司协议收购法律制度分析-法律·民商法学专业论文.docxVIP

上市公司协议收购法律制度研究 上市公司协议收购法律制度研究 PAGE PAGE 4 agreement takeover: the concept and features of the agreement takeover, the difference between the agreement takeover with other relative concepts, the clients and the objects of it and so on. In Chapter II, the legislative profiles on the agreement takeover outside the main land are introduced, and the legislation and practice system development of Chinas agreement takeover is briefly reviewed. The main contents of Chapter Ⅲ is the basic principles and legal procedures of the agreement takeover .Some principles must be followed in the agreement takeover such as targets shareholders being equally treated 、full disclosure of the information and protection of the medium and small shareholders. And also, in this part, both the specific procedures to purchase non-flow stocks according to the purchasing agreement and the special procedures to purchase the circulating shares by agreements are revealed. Chapter IV is mainly concerned with the protection of the interests of medium and small shareholders in the process of the agreement takeover. In this regard, the practice of common law countries is worthy lessons for us. To begin with, the controlling shareholder should commit the good-faith obligations to prevent the target company from “ looting” when he transfers his shares. Secondly, the controlling shareholders should enjoy the controlling premium of the shares transfers by agreements in principle and only in a few cases all shareholders share the controlling 山西财经大学硕士学位论文 山西财经大学硕士学位论文 premium. Finally, a system of civil liability and litigation mechanism for protecting the interests of medium and small shareholders should be established. In the c onclusion part of the thesis, the following points is come up with based on the ongoing sub-owned shares reform in our country: Although the agreement takeover is currently dominant style of taking over listed companies, but with the sub-owned shares reform going on deeply a