In the past few years, there was a new worldwide takeover trend covered almost all industries. Both Australia and China should try to keep up with it. Since takeover legislations and takeover strategies are used in similar ways in different countries, it is easy to China to adopt some Australian experience. China should improve the efficiency of the market while encouraging better management and enhancing investor protection, and achieve an appropriate balance between them. The mandatory bid proposal is quite good to make an easier and more efficient takeover, the provisions that a listed company may be taken over by agreement make takeover much easier than the mandatory bid, but it is also more opaque and more unfair. In my opinion, if it is supplemented with some useful rules from the mandatory bid rule, it will be better. The Panel contributes more to the efficiency, and sufficient disclosure is crucial to equability and market confidence, hence, they should be adopted with some amendment to improve securities laws and regulations of China. In addition, the simple Securities Law should be refined or supplemented by more detailed provisions to make it more certainty. It should be taken into account to adopt some other Australia experience as well as the new reforms.
Foot
notes
The Simplification Task Force, "Takeovers", 23 January 1996
CLERP, Policy Framework
(1995)182 CLR 432
CLERP Proposals for Reform: Paper No. 4, Takeovers, Corporate control: a better environment for productive investment
China is consisted of four parts: the mainland, Hongkong, Macau and Taiwan. This essay only refers to Mainland China(China).
The Joint Investment Company in Baoan County, Shenzhen issued the first public share certificates in 1983.
The trading-on-counter markets were called "Trading Centres" in China.
They are the only two stock exchanges in China, and will be merged in near future.
It was passed on 29 December 1993 and came into force on 1 July 1994.
In China, there are no different classes of shares other than ordinary shares.
Article 81, Securities Law
In China, a takeover bid must last for not less than 30 days and not more than 60 days: Article 83.
The Securities Law contains 224 articles, of which only 17 articles regulate takeovers.
Bibliography:
Legal Committee of the Company & Securities Advisory Committee, Compulsory Acquisitions Report, January 1996;
The Simplification Task Force, "Takeovers", 23 January 1996
CLERP, Policy Framework
CLERP, Policy Reforms;
CLERP Proposals for Reform: Paper No. 4, Takeovers, Corporate control: a better environment for productive investment
CLERP, Commentary on Draft Provisions;
H Ford, R Austin and I Ramsay, An Introduction to the CLERP Act 1999, Australia's New Company Law, Butterworths, 2000
R Levy, Takeovers: Law and Strategy, LBC, 1996
P Little, Law of Company Takeovers, LBC, 1997
Jennifer Hill; "CLERP: What it Means for Corporate Australia", (2000) 1 Australian Company Secretary 18;
R Tomasic, J Jackson and R Woellner, Corporations Law: Principles, Policy and Process, Butterworths, 3rd edition
K Santow, CLERPing the Panel, (1999) 10 November paper given at Centre for Corporate Law and Securities Regulation, University of Melbourne
S Hirst and L Law, CLERP and Takeover Disclosure Regulation, (1999) 17 CSLJ 307
R Tomasic and J Fu, The Securities Law of the People's Republic of China: An Overview, (1999) 10 AJCL 268
T L Hong, Corpo
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