外資收購上市公司股權(quán)法律問題研究一一對部分制約因素的分析及立法建議.pdf

1、對外經(jīng)濟(jì)貿(mào)易大學(xué)碩士學(xué)位論文外資收購上市公司股權(quán)法律問題研究一一對部分制約因素的分析及立法建議姓名：薛琴申請學(xué)位級別：碩士專業(yè)：法律指導(dǎo)教師：沈四寶20040401regulations related to stock acquisition, this thesis intends to make some legal analyses on some factors which restrict the proces

2、s of acquisition: 1. The laws and regulations on tender offering by foreign investors are vague, also the legal and market environment is not really mature for acquiring. 2. Different share pricing systems for quot

3、ed and non- quoted stocks result in a lot of difficulties for stock acquisition. Further more, it is certain that all the issued stocks of a listed company will be wholly quoted and traded on stock

4、 exchanges in the future, how to balance the interests between quoted stocks holders and non- quoted stocks holders (foreign investor) need to be solved properly. 3. The current assets evaluation method, that is

5、 replacement cost of company ’s assets, cannot reflect the profitability of a specific enterprise; hence foreign investors cannot recognize the valuation made in this way. This approach should be optimized equall

6、y. 4. According to related regulations, there is no other payment options for acquired stocks but only by cash, this not only deprives the rights of the participants to select the appropriate pa

7、yment method they need, but also impedes the way of acquisition from diversification. There should be more payment options like share exchange, trusted finance etc. introduced into this market. 5. The limitatio

8、n on the company ’s reinvestment proportion makes the stock acquisition more difficult, this thesis tries to present the unreasonableness of this kind of limitation, and suggest that this kind of res

9、triction actually should be abolished. 6. There is also an intention to discuss whether the controlling right of the company could be transferred during the transitional period from the beginning of the

10、 acquisition to the date when assigned stocks are registered under the name of the acquirer. Under certain conditions, allow the acquirer share some shareholder’s rights by stock seller’s specific authorization mig

11、ht explore a workable way to clarify the rights and the obligations of the participants in this period. Finally, this thesis gives some suggestions on legislation related to foreign investors’ acquisition

12、 in establishing a new legislative structure which focus on conducting necessary regulating, in gradually integrating of the laws and regulations on domestic and foreign investment, in compiling

13、of the special regulations on foreign investment, and, in eliminating the confliction, lagging and omission phenomena in existing provisions. By doing so we can give foreign investors a clearer pic