我国要约收购制度研判与建构

The Study and Construction of the Chinese Tender Offer Legal System

要约收购作为一种高度市场化的上市公司收购制度 ,在我国不仅已经确立而且还有了三起实例 ,因而有必要对其加以评判与研究 ,从而为该制度及其实施监管的完善作理论准备。我国要约收购实践中 ,在收购主体、价格形成机制、信息披露等许多方面都还存在着明显的缺陷 ,都有待完善。强制要约收购制度的实施也出现了流于形式的问题 ,如何取舍或完善该制度 ,也需要加强研究。在如何使要约收购成为一项真正市场化的选择方面 ,也需要探讨。

As the highly marketability system of the acquisition of the listed company,Tender offer has been established in China and three cases has appeared,so it's necessary to research and examine this system so that we can give the academic preparation for the perfect of the system and its regulation. In the practice of Tender offer of our country,there are still flaws in many aspects,including acquisition subject,the price forming policy and information disclosure, which remain to be perfected .The implementation of obligatory Tender offer unfortunately failed,so the ways of perfecting the system also need to be further researched. How to make the Tender offer the market choice also requests study.