试论强制要约收购豁免

On exemption from forced offer

在公司收购过程中,建立强制要约制度的目的是为了保护中小股东的利益。但如果对该制度僵化操作,则又易损害公司的整体利益从而最终损害股东利益。建立强制要约豁免制度可以克服这一局限性。我国《证券法》原则规定了强制要约豁免制度,但豁免的具体情形尚无明确规定,缺乏可操作性。本文在借鉴发达国家和地区立法经验的基础上,提出了适合我国国情的豁免体制、豁免情形及其豁免程序。

In the course of company purchase, the forced offer system is set up in order to protect the benefit of small and middle shareholders. But if the system is operated rigidly, it is apt to damage the whole benefit of the company and therefore impair the shareholding equity eventually. However the limitation should be overcome by building the forced offer system. In securities act, the system is prescribed in general, but the specific situation of exemption is not written clearly, so the system can't be operated effectively. In the article, on the base of other's legal experience the author brings forward exemption system, exemption situation and exemption procedure suited to our national situations.