上市公司2015年收购及权益变动有关问题探讨

Discussion on the Takeover of Listed Companies and Change of Rights and Interests

随着财富管理行业的不断壮大发展,资本市场利用杠杆资金进行收购的情况越来越多,包括险资频繁举牌、资金借道有限合伙企业进行收购、表决权与其他股东权利分离等,其中也不乏被收购上市公司的激烈对抗。由此衍生出现有监管模式的适应性、杠杆资金对持股稳定性的影响、上市公司治理和经营面临不确定性、权益变动的信息披露、投资者权益保护等一系列问题。本文在分析这些问题的基础上,提出了加强监管协作、完善制度、强化投资者教育等建议。

As the business of wealth management grows rapidly, there are more and more takeovers with leverage in capital market, including phenomena of frequent acquisition of listed companies＇ stocks by insurance funds, takeovers of listed companies through limited partnership and separation of voting right and other shareholders＇rights, and intense confrontation between acquirers and target companies. This trend has given rise of a series of concerns including the adaptability of the present regulatory regime, influence of the stability of control of listed companies by leverage fund, uncertainty over governance and operation of target companies, disclosure of interests and investors protection. Based on the analysis of these problems, this paper has put forward suggestion such as strengthening regulatory cooperation, perfecting institution and enhancing investor education.