Download or read book Takeover Law in the UK the EU and China written by Joseph Lee and published by Springer Nature. This book was released on 2021-05-20 with total page 281 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book investigates stakeholders’ interests, market players, and governance models for the takeover market in the changing global economic orders. Authors from the UK, Germany, the Netherlands, Australia, and China discuss takeovers in the context of China as a rising power in the global M&A market and re-examine takeover as an efficient method for corporate competition, consolidation, and restructuring. China has come to embrace takeovers as a market practice and is seeking directions for further reforms of its law, regulatory model, and banking system in order to compete with other economic powers. Yet, China is at a very different economic development stage and has different legal and political structures. State-owned enterprises dominate the Shanghai and Shenzhen stock markets – a very different landscape from UK and European exchanges. Researchers and policy makers are currently developing options in response to needs for reform. Recently, China has also announced the opening of its financial markets to foreign ownership. This book reflects on the UK and European models and focuses on the policy choices for China to transform its capital market. The book is of interest to postgraduate students and researchers (LLM, PhD, postdocs), law and management/finance academics, and policy makers.
Download or read book China s Takeover Law written by Hui Huang and published by . This book was released on 2006 with total page 130 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is largely prompted by the two recently promulgated regulations governing takeovers in China. The goal of this book is to critically examine the legal takeover regime in China and to put forward proposals for reform. To outline the discussion, Part II describes the stock market, the takeover law, and the takeover activities in China. Two legislative goals, namely contestability of takeovers and shareholder protection, are set out in Part III. Under these principles, Part IV and Part V explore the issues of tender offer and anti takeover defenses, respectively. Specifically, Part IV focuses on information disclosure and other major rules relating to takeovers. It appears that these rules are in line with the international norm and acceptably workable in the context of China. Furthermore, Part V explores the serious problems that are associated with anti-takeover defenses. China's law seems to be both over inclusive and under inclusive in this respect. After an in depth comparative analysis of the legal regimes in the U.S., UK, and Australia, it is apparent that those regimes are not suitable for China's local conditions. Lastly, this book proposes a regime in which shareholders could veto the use of takeover defenses ex post, while requiring that certain defensive measures be decided ex ante. This proposal could well suit China's needs because it not only gives shareholders sufficient protection, but also preserves necessary flexibility for management to efficiently respond to truly undesirable tender offers.
Download or read book China s Takeover Law written by Robin Hui Huang and published by . This book was released on 2006 with total page 104 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is largely prompted by the two recently promulgated regulations governing takeovers in China. The goal of this book is to critically examine the legal takeover regime in China and to put forward proposals for reform. To outline the discussion, Part II describes the stock market, the takeover law, and the takeover activities in China. Two legislative goals, namely contestability of takeovers and shareholder protection, are set out in Part III. Under these principles, Part IV and Part V explore the issues of tender offer and anti takeover defenses, respectively. Specifically, Part IV focuses on information disclosure and other major rules relating to takeovers. It appears that these rules are in line with the international norm and acceptably workable in the context of China. Furthermore, Part V explores the serious problems that are associated with anti-takeover defenses. China's law seems to be both over inclusive and under inclusive in this respect. After an in depth comparative analysis of the legal regimes in the U.S., UK, and Australia, it is apparent that those regimes are not suitable for China's local conditions. Lastly, this book proposes a regime in which shareholders could veto the use of takeover defenses ex post, while requiring that certain defensive measures be decided ex ante. This proposal could well suit China's needs because it not only gives shareholders sufficient protection, but also preserves necessary flexibility for management to efficiently respond to truly undesirable tender offers. Hui Huang is professor at theUniversity of New South Wales - Faculty of Law Kensington, Australia
Download or read book Mergers and Acquisitions and Takeovers in China written by Cristiano Rizzi and published by Kluwer Law International B.V.. This book was released on 2012-07-01 with total page 450 pages. Available in PDF, EPUB and Kindle. Book excerpt: This hugely informative book - unique in its overarching emphasis on the laws governing M&As and takeovers in China - not only shows those interested in investing in China how to avoid legal mistakes and miscalculations. In addition to offering singular interpretive analysis of strictly legal matters, the authors concentrate extensively on the all-important cultural and environmental factors that can make business in China daunting for the uninitiated. Extending this double emphasis on cultural understanding and M&A and takeover expertise, the authors clearly explain such elements of how to enter the Chinese market (or expand a presence in it) as the following: concepts of guanxi and mienzi; understanding China’s rising middle class; valuation of state-owned assets; maximum permitted debt-to-equity ratios; key PRC government agencies involved in the approval of transactions; taxation framework for enterprise restructuring in China; employees as an asset; share swaps; prohibited trading activities when acquiring a listed company; legal framework for dispute resolution; administrative proceedings; liabilities for breach of contract; and responding to intellectual property rights abuse. The authors provide precise details on the characteristics of, and procedures involved in, the wide range of investment options available in China, with knowledgeable guidance on the choice of investment options and protection of investor interests. Because China is clearly a major global economic force and will continue to be so in the foreseeable future, this thorough but down-to earth guide is of immeasurable practical value to foreign investors of every kind, from multinational corporations to individual venture capitalists.
Download or read book Regulating the Takeover of Chinese Listed Companies written by Juan Chen and published by Springer. This book was released on 2014-05-12 with total page 201 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a comprehensive review of the Measures for Administration of Takeover of Chinese Listed Companies (the Chinese takeover law), with emphasis on the differences between the Chinese takeover law and takeover legislation in the UK, the US and Hong Kong. The Chinese M&A market has been booming at an unprecedented rate in recent years; not only domestic investors, but also foreign funds and multinational companies are actively participating on the market. For both market participants and researchers, it is crucial to understand the emerging and transitional aspects of the Chinese economy and its M&A market, and the impacts of those aspects on relevant laws. While there are ongoing academic discussions on the convergence between the Chinese takeover law and its counterparts in the UK, Hong Kong and the US, this book offers a comprehensive discussion of the divergence and focuses on key differences in the transplanted Chinese takeover law.
Download or read book The New Takeover Regulation in China written by (Robin) Hui Huang and published by . This book was released on 2015 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article examines the recently promulgated takeover regulation by the China Securities Regulatory Commission. Along with other laws and regulations, this new regulation has greatly enhanced China's takeover legal regime both in terms of form and substance. It comes at time when the Chinese economy is undergoing a strategic restructuring process and China's capital markets are at the birth of a new era thanks to the ongoing state share reform. The new regulation brings China's takeover law more closely into line with its counterparts in more developed economies, but it remains to be seen whether it will function in practice as hoped due to some potential problems with the regime. The article both investigates the implications of the new regulation for takeover activities in China, and conducts a critique of China's takeover legal regime from a comparative perspective.
Download or read book Comparative Takeover Regulation written by Umakanth Varottil and published by Cambridge University Press. This book was released on 2017-10-26 with total page 545 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparative Takeover Regulation compares the laws relating to takeovers in leading Asian economies and relates them to broader global developments. It is ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners.
Download or read book Takeover Law in the UK US and China written by Xiaofan Wang and published by . This book was released on 2013 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Developing an Active Market for Corporate Control in China written by Y. Bao and published by . This book was released on 2021 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Evaluating the Mandatory Bid Rule for Takeover Law in China written by Joseph Lee and published by . This book was released on 2020 with total page 28 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper discusses the purpose and practice of the mandatory bid rule in takeovers in the UK. A literature review looks at the impact of the mandatory bid rule in a takeover on both bidders and target companies. The origin and evolution of the mandatory bid rule in China are described and cumulative abnormal returns (CAR) used to measure its impact on bidders and target companies. The results show that shareholders of target companies receive a better return when bidders acquire more than 50% of the shareholding in target companies. This suggests that China should reform its mandatory bid rule by restricting the use of proportional partial bids to increase returns to the target shareholders. The results also show that in making a proportional partial bid to takeover a company, bidders receive a better return when they aim for corporate restructuring that adheres to the state-led industrial policy. The authors recommend that the law should strike a balance between following the state-led policy of corporate restructuring and protecting the interests of target companies.
Download or read book Company Law in China written by Jiang Yu Wang and published by Edward Elgar Publishing. This book was released on 2014-04-25 with total page 407 pages. Available in PDF, EPUB and Kindle. Book excerpt: This accessible book offer a comprehensive and critical introduction to the law on business organizations in the People�s Republic of China. The coverage focuses on the 2005-adopted PRC Company Law and the most recent legislative and regulatory develop
Download or read book Do Auctions Matter Assessing the Chinese Auction Promotion Institution of Takeover Law written by Charlie Weng and published by . This book was released on 2017 with total page 29 pages. Available in PDF, EPUB and Kindle. Book excerpt: This research examines the traditional wisdom of takeovers and regulations. Generally, takeovers have a value adding effect, but need to be regulated in order to curb excesses. Auction promotion rules are efficient in maximizing social wealth and reducing non-value maximizing takeover deals when shareholders fail to coordinate in the face of a coercive offer. China has adopted such a rule. The application of the rule nevertheless is far from satisfactory. The rule is not only ineffective in terms of the application ratio, but also reinforces controlling shareholders' power, which makes minority shareholders even more vulnerable to controlling shareholders' expropriation. This research first conducts an empirical study on Chinese shareholder distribution in listed firms. Based on these up-to-date results, this article then analyzes, from an agency problem perspective, the utilities of different types of controlling shareholders in the market. This paper concludes that the current auction promotion rule, the “5% rule,” is not efficient in light of the Chinese ownership structure. An ex ante announcement institution is suggested in order to compensate for the missing functions due to the deactivation of the rule. Finally, the paper introduces an opt-in legislation mode for the sake of the minority companies with dispersed shareholder distributions.
Download or read book Lifting the Veil of Words written by Charlie Weng and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Empirical evidence shows that takeovers are value-maximizing events for target firm shareholders and enhance social efficiency. Takeovers are commonly thought to play a key role in reducing managerial slack in corporate governance through the replacement of inefficient management. Additionally, a multitude of economic literatures indicate that the value of combined firm is greater than the value of two separately by means of a synergy gain. Yet despite being a value-creation event, takeovers rarely happen in China's capital market. One reason for this phenomenon is that Chinese takeover laws have a chilling effect towards potential corporate raiders. And naturally, since the takeovers play a role in reducing managerial slack, inefficient management of listing company can be observed more frequently as a result. Such problems are worse in State-owned Entities. Given the awkward past legal positions, as well as the administrative features, of the China Securities Regulatory Commission (CSRC), the Chinese capital market supervisory agency, it is hard to believe that CSRC is not influenced by the central government or that the rules it promulgates are unbiased. In fact, under CSRC's pro-government philosophy, CSRC's SOE-friendly approach has a chilling effect on potential takeovers. This approach is at the cost of the Non-SOE shareholders' opportunities for value maximization. Since the Chinese government has changed its policy focus from State-owned Assets protection to promotion of social equity, we can easily predict that CSRC's regulatory approach, which has dominated for over a decade, is facing a significant modification. With the change in the government's core value, many provisions need to be remade into efficient regulations that allow for both SOE and Non-SOE shareholders opportunity to value creation events, particularly as they relate to takeovers.
Download or read book Corporate Acquisitions and Mergers in China written by Maarten Roos and published by Kluwer Law International B.V.. This book was released on 2020-04-20 with total page 113 pages. Available in PDF, EPUB and Kindle. Book excerpt: Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by highly experienced partners in the leading international law firm R&P China Lawyers provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in China. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in China. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.
Download or read book Chinese Capital Market Takeover and Restructuring Guide written by Chengwei Liu and published by Kluwer Law International B.V.. This book was released on 2010-12-22 with total page 538 pages. Available in PDF, EPUB and Kindle. Book excerpt: Although several useful entry guides to China for business investors have appeared in recent years, this is the first book to focus on a business strategy that is becoming increasingly important – and attractive – to businesses in China: the takeover and restructuring of a listed company. This practice orientated book has an additional value, moreover, in that it fully takes into account not only the relevant regulations, most of which were promulgated or updated from 2005 to 2010, but also the actual structures and procedures of nearly ninety announced deals, right up to September 2010. In unprecedented details, the author, an experienced M&A lawyer, describes China specific takeover and restructuring cases involving foreign investors as well as state-owned shareholders on the Shanghai Stock Exchange, the Shenzhen Stock Exchange and ‘ChiNext’. The presentation and analysis covers such elements as the following: the standard bids, such as tender offers, negotiated transfers, indirect takeovers and subscriptions for new shares; the special accesses available to a foreign investor such as qualifying as a ‘strategic investor’ or ‘qualified foreign institutional investor’ (QFII); the particular situations where ‘state-owned shareholder’ (SS) is involved or where a share exchange occurs, including where a foreign investor subscribes by injecting, or acquires indirectly via, its ‘onshore foreign invested enterprise’; the basic restructuring approaches of a listed company – public offering and private placement; and the full meaning and significance of the ‘substantial asset restructuring’ (SAR), which may be asset purchases, disposals or swaps, or the SAR in special cases – merger or separation deals. The author’s illustration of deal structures and step-by-step procedures, visualized in over 150 charts and checklists, gives the reader a clear path to follow through what can seem like a forbiddingly difficult process – a path rendered more secure by the deal histories presented. For companies with operations in China, or considering such operations, as well as professionals advising on these companies, this book is a goldmine of crucially valuable information and guidance. There is nothing else available that comes close to its authority or expertise in this area.
Download or read book Understanding Chinese Company Law Second Edition written by Minkang Gu and published by Hong Kong University Press. This book was released on 2010-07-01 with total page 407 pages. Available in PDF, EPUB and Kindle. Book excerpt: In China, the thirty-year economic reform reflects the process of moving from planned economy towards market economy. This could be seen From the changes in the 2005 Company Law, which recognizes the owners' property rights and gives more freedoms to them to decide various matters. In this new edition, besides offering a systemic the constitution of companies, the establishment of various companies, role and function of various parties in corporate governance, and corporate financing, Gu Minkang highlights the major changes in the 2005 Company Law, and addresses many new issues such as shareholders' derivative action, American limited liability company, and asset restructuring of listed companies. Another important feature is a comparison between the 1993 Company Law and the 2005 Company Law that will facilitate reading and understanding. This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.
Download or read book Chinese Company and Securities Law written by Chengwei Liu and published by Kluwer Law International B.V.. This book was released on 2016-01-21 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: China enjoys the highest level of foreign investment of any country in the world today. Yet, despite substantial liberalization in last decades, investment in China remains tightly circumscribed. For complex reasons stemming from China’s protection of its own internal economy, the government hedges foreign investments, either green field Foreign Direct Investment (FDI) or Mergers and Acquisitions (M&As), with a complex system of laws, regulations and guidelines, bristling with challenges and uncertainties for even the simplest investment or restructurings. This detailed, systematic explanation – by a practicing lawyer with over ten years experience at one of the top law firms in China – provides thorough and up-to-date guidance on the rules and procedures affecting FDI, M&As, and listings in China today. Focusing on such practical matters as key regulations, regulatory requirements, and transactional procedures and structures, the author leads the practitioner through the maze of interconnected national and local authorities, with expert knowledge of when and under what circumstances various rules apply and when they do not as well as practical skills on how to structure a particular deal under current regulations. Included in this superb analysis are detailed descriptions of such factors as the following: • establishment of a new Foreign Invested Enterprise (FIE), including a substantial review of the establishment of both common FIEs (either whole foreign ownership or joint ventures with Chinese parties) and particular FIEs (such as a foreign invested holding company, stock company or partnership); • the cross-border acquisition of a domestic company by foreign investors including the restructuring of existing FIEs by way of domestic re-investment or equity transfer or mergers; • the takeover of a PRC listed company by foreign investors through such ways as a Qualified Foreign Institutional Investor (QFII/RQFII) or strategic investment; • the acquisition of a State-Owned Enterprise (SOE), either listed or non-listed SOE; • the merger control review and national security review involved in an M&A transaction; and • the Initial Public Offering (IPO), follow-on offerings including private placement on Chinese capital market, as well as the issuance of corporate bonds in China. Since the year 2008 when the first edition was published, lots of significant developments were made in regard to the laws and regulations in FDI, M&As and capital market. Such developments and new regulations are given an up-to-date analysis in this second edition. For law firms advising companies on investing in China, or for in-house counsel, this book is without peer as a comprehensive, reliable and easy-to-use resource. At every stage of a project, from the initial business decision to problems arising after successful start-up and during day-to-day operations, it will provide clear, authoritative guidance for years to come.
