我國上市公司反收購實(shí)證分析及法律規(guī)制研究
發(fā)布時(shí)間：2019-01-21 13:43
【摘要】：我國股權(quán)分置改革完成后,證券市場上收購與反收購的戰(zhàn)爭也如雨后春筍般涌了出來。之前我國上市公司的合并與分立一般是政府主導(dǎo)的行政行為,因此對它們規(guī)制的法律相對較少,也相對不完善。但是,上市公司的收購與反收購是資本市場的必然產(chǎn)物,也是資本優(yōu)化配置的高效手段,對于完善我國資本市場尤為關(guān)鍵。所以,對于上市公司收購與反收購進(jìn)行科學(xué)的法律規(guī)制已經(jīng)迫在眉睫。 本文采用實(shí)證分析的方法對我國上市公司常采用的反收購方法進(jìn)行分類、同時(shí)進(jìn)行合法性與合理性分析。在此基礎(chǔ)上,也提出了完善我國反收購立法的價(jià)值取向、立法原則和完善立法的具體建議。 本文除了前言和結(jié)論外主要分為以下幾個(gè)部分:首先,結(jié)合實(shí)際案例對在我國上市的公司近年來常采用的反收購方法進(jìn)行了列舉和分類。將其分為了對抗性反收購方法和防御性反收購方法兩大類;其次,分別結(jié)合我國的現(xiàn)有法律對對抗性反收購方法和防御性反收購方法下的各個(gè)具體反收購方法做了合法性分析與合理性分析。在此基礎(chǔ)上總結(jié)了我國上市公司反收購方面所存在的主要法律問題;再次,給出了完善我國反收購立法時(shí)應(yīng)該堅(jiān)持的三個(gè)基本價(jià)值取向:保護(hù)股東尤其是中小股東的利益、保護(hù)資本市場的市場機(jī)制、創(chuàng)造公平的市場環(huán)境。也給出了反收購立法時(shí)應(yīng)該堅(jiān)持的五點(diǎn)基本原則:反收購信息充分披露原則、反收購權(quán)歸股東大會原則、平等對待股東原則、保護(hù)利益相關(guān)者原則、完善司法救濟(jì)原則。最后,還給出了在完善公司法等實(shí)體法上和程序法上以及司法救濟(jì)方面的具體建議。以期,我國的上市公司反收購有法可依,存在科學(xué)、完善、合理、公平的反收購法律;有法必依,在反收購的程序中讓中介機(jī)構(gòu)介入使得上市公司必須依法進(jìn)行反收購;違法有救,在上市公司違法反收購損害了收購人、股東等利益時(shí),受害者有適當(dāng)且高效的救濟(jì)措施可尋。
[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.
【學(xué)位授予單位】：中國政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.29;D922.287
本文編號：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.
【學(xué)位授予單位】：中國政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.29;D922.287
【引證文獻(xiàn)】
相關(guān)碩士學(xué)位論文 前1條
1 劉京松;上市公司反收購措施的法律規(guī)制研究[D];吉林大學(xué);2012年
，本文編號：2412713
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