上市公司反收購決定權(quán)歸屬問題研究

1、分類號：D913.99 密級：UDC： 347.7 學校代碼：11065碩 士 專 業(yè) 學 位 論 文上市公司反收購決定權(quán)歸屬問題研究宋瀟指 導(dǎo) 教 師 徐戩全 副教授學 位 類 別 法律碩士（法學）專 業(yè) 領(lǐng) 域 商法經(jīng)濟法答 辯 日 期 2017 年 5 月 26 日AbstractOn March 17, 2017,“Debate on Vanke equity”who has a stalemate for a long tim

2、e iscoming to an end. China Evergrande annonced that it will transfer the 1.55 billion sharesheld by the China Vanke (about 14.07% of Vanke total equity)to Shenzhen Metro. No onecan deny the classical meaning of the “Deb

3、ate on Vanke equity”.It certainly will will bethe vivid teaching material of acquisition and anti-acquisition strategy of The ListedCompanies. In this paper, I will will take“Debate on Vanke equity”’ in the anti-acquisit

4、ionstrategy’s decision as the clue to analysis on the ownership.And on this basis, I will putforward related legislative proposals, especially for similar Vanke whose shares is highlyfragmented. In fact according to auth

5、ority division of our county’s Corporation Law, thedecision of anti-acquisition strategies should be assigned to Shareholders Meeting. But inreality, this right belongs to The Board of Directors in Vanke. For most The Li

6、stedCompanies that is similar to Vanke, its shares is highly fragmented, even as amanagement, they have a little shares of The Listed Companies. In this case, if TheBoard of Directors have the right of carrying out anti-

7、acquisition strategies, it willundoubtedly lead to The Board of Directors to keep its benefits and neglect the right ofminor shareholders. So it is necessary to make regulation of this kind of circumstancefrom the legisl

8、ation.On December 27, 2015, China State Council has declared that orientation of reform ofverifying system of public stock issue is to establish registration system,and will carry outregistration system on March 2016. It

9、 is not hard to imagine, as Chinese registrationsystem moved closer, the issue of enterprise standard corresponding reduced, A largenumber of queued “trial“ companies will enter the capital market, resulting in China'

10、;sa-share market capital of full circulation.The phenomenon of anti-acquisition of TheListed companies will be more common, natural and, for the moment, 《Corporation Law》and 《Securities law 》for the lack of guidance and

11、regulating anti-takeover of listedcompanies, thus to strengthen the regulation of anti-takeover of listed company behavioris particularly important. And this article will also be in reference to the United States andBrit