英语论文网

ient management under the increased prospect of a takeover. However, it was inconsistent with the first three Eggleston Principles, and the removal of an auction would result in some reduction of market transparency. It would also harm the target shareholders because they would be forced to accept the same price that was offered in private negotiation. At last, the mandatory bid proposal was deleted from the CLERP Bill when it was opposed in the Senate. The reforms are potentially very important to the shape of takeover law and company law generally. As takeover is much easier and more efficient than before, the reforms also will promote efficient management and confident market, which will ultimately lead to greater wealth creation and better competitive capacity in globe market. Securities Law: takeover law reform and its impacts in China As a securities law-bridge.net/english/ target=_blank>lawyer identified by China Securities Regulatory Commission (CSRC) and Ministry of Justice, I am more interested in what has happened in China and what should China adopt the Australian experience for her own securities markets related to takeovers. After the socialization in later 1950s, shares were disappeared in Mainland China.(5) But under the "open-door" policy, shares were re-emerged in China in 1983.(6) Before Shanghai Stock Exchange was established in December 1990, securities were traded on counter in major cities under government supervision.(7) After the foundation of Shanghai Stock Exchange and Shenzhen Stock Exchange,(8) securities trading on counter was no longer legal and all securities should be traded in stock exchanges. There was no nationwide securities regulation until Interim Provisions on the Management of the Issuing and Trading of Stocks (Interim Provisions) was issued by the State Council on 22 April 1993. Chapter 4 of the Interim Provisions focused on listed company takeovers. In the same year, the Company Law was finally promulgated by the National People's Congress.(9) The Company Law includes some provisions on shares transfer and company merger that is related to takeover. Actually, before the Interim Provisions was issued, the Draft Securities Law had been under debate. After several years of debate, the Securities Law at last was enacted at the end of December 1998 and came into force on 1 July 1999. As I have mentioned above, the Interim Provisions and the Securities Law only cover listed company takeovers, while the Company Law applies to other company takeovers. Due to the word limit, this short essay will mainly focus on listed company takeovers. Chapter 4 of the Securities Law deals with takeovers, which retains basic takeover provisions in the Interim Provisions; it also makes some changes to make takeover a little easier and more efficient. I would like to summarise as follows the main takeover provisions of the Securities Law as well as the changes it has made. Meanwhile, I would like to compare them with the counterparts in CL, especially in the CLERP Act. In Interim Provisions, a natural person was not allowed to hold 5 per thousand shares in a listed company, so only a legal person can be a takeover bidder. This limitation no longer exists in the Securities Law. This is a very important reform to the socialist China. According to Article 78, a listed company may be taken over by bid or by agreement. The latter was not allowed in the Interim Provisions. Only Article 89