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Author: Hui Huang
Publisher:
ISBN:
Category : Antitakeover strategies
Languages : en
Pages : 130
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Book Description
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.
Author: Hui Huang
Publisher:
ISBN:
Category : Antitakeover strategies
Languages : en
Pages : 130
Get Book
Book Description
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.
Author: Joseph Lee
Publisher: Springer Nature
ISBN: 3030723453
Category : Law
Languages : en
Pages : 281
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Book Description
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.
Author: Cristiano Rizzi
Publisher: Kluwer Law International B.V.
ISBN: 9041142134
Category : Law
Languages : en
Pages : 288
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Book Description
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.
Author: Robin Hui Huang
Publisher:
ISBN: 9781600423130
Category : Antitakeover strategies
Languages : en
Pages : 104
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Book Description
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
Author: Juan Chen
Publisher: Springer
ISBN: 3642545084
Category : Law
Languages : en
Pages : 201
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Book Description
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.
Author: Lutz-Christian Wolff
Publisher: CCH Hong Kong Limited
ISBN: 9789881722355
Category : Law
Languages : en
Pages : 540
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Book Description
Author Lutz-Christian Wolff of the Chinese University of Hong Kong discusses various aspects of M & A in their practical context, particularly drawing out hidden intricacies and how to deal with them from the viewpoint of foreign investors. The book head-on topics such as due diligence, structuring options, M & A activity by diverse players in various targets, as well as anti-trust, tax and labour issues. Includes comprehensive references and bilingual versions of the most important M & A-related laws and regulations that will turn savvy foreign investors into more astute dealmakers. While the central government has somewhat revamped opaque regulations, Mergers & Acquisitions in China: Law and Practice lends needed clarity by providing a structured introduction to the legal aspects of China's M & A regime.
Author: Maarten Roos
Publisher: Kluwer Law International B.V.
ISBN: 9403521430
Category : Law
Languages : en
Pages : 113
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Book Description
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.
Author: Jiang Yu Wang
Publisher: Edward Elgar Publishing
ISBN: 1849805733
Category : Law
Languages : en
Pages : 407
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Book Description
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
Author: Minkang Gu
Publisher: Hong Kong University Press
ISBN: 9888028626
Category : Law
Languages : en
Pages : 407
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Book Description
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.
Author: Chengwei Liu
Publisher: Kluwer Law International B.V.
ISBN: 9041160590
Category : Law
Languages : en
Pages : 360
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Book Description
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.
