全流通时代企业的并购与重组

Merger and Acquisition in the Period of All Circulation

以前由于我国特殊的经济制度原因,国有企业所持有的国家股或法人股不能上市流通,控制权、所有权不能自由转让,导致同股不同权的存在,造成了不同股东的利益不一致,导致了公司治理缺乏共同利益基础,不利于上市公司的购并重组等诸多问题。股权分置改革后,非流通股可以上市流通,资本市场进入全流通时代。这对企业的并购重组既带来机遇,又带来挑战。

In the past, because of the special economic systems in China, the shares belonging to the state and the legal persons in the state-owned enterprises could not enter circulation in the markets. And control rights and ownership could not be transferred freely. Therefore, shareholders who have the same shares may have different rights, which leads to the unbalance between the shareholders. And the management of corporations lack the common foundation of interest. It is not favorable for the listing corporations to merger and acquire. After the reform of the distribution of the share rights, non-circulation shares can enter the circulation, the capital markets come into the period of all circulation. This will bring the enterprises both the opportunities and challenges to merger and acquire.