2014年以来上市公司收购与反收购情况探析

An Analysis of the Acquisition and Anti-takeover of Listed Companies Since 2014

2015年以来,"宝万之争"受广泛热议,引发了市场对敌意收购、杠杆收购、反收购等现象的高度关注。近些年,我国上市公司收购与反收购日益活跃,上市公司收购对调整产业结构、提升上市公司经营效率、对管理层进行监督、改善公司治理具有积极作用,但所存在的问题也不容忽视。本文通过梳理收购与反收购活动中七类主要表现和存在的问题,结合境外经验,在遵循收购价值评判中立的原则下,围绕全部和诚实的信息公开、加强对反收购行为加以原则性规制等方面展开思考。

Since 2015, ＂Bao-Wan dispute＂ has been widely heated, triggering the market＇s high degree of concerns about the hostile takeovers, leveraged buyouts, takeover defenses and other phenomena. In recent years, the acquisition and takeover defenses of listed companies in China have become more and more active. The acquisition of listed companies plays an active role in adjusting the industrial structure, enhancing the operating efficiency of listed companies, supervising the management and improving corporate governance. However, the existing problems should not be overlooked. This paper reviews seven major phenomena and problems in the acquisition and takeover defense activities. Combined with overseas experience, in accordance with the principle of judging the neutrality of the purchase value, this paper focuses on the principle of regulating takeover defenses, strengthening public honest information and other aspects of thinking.