我国换股并购的法律问题研究

发布时间：2018-02-22 02:40

  本文关键词： 换股并购 换股比例 股东代表诉讼制度 异议股东股份回购请求权　出处：《上海大学》2015年硕士论文　论文类型：学位论文

【摘要】：我国的并购活动虽然近几年逐渐开始蓬勃发展起来,但相比于西方发达国家而言,在并购数量上还是显然不够的。前两年,网络视频领域市场占有率第一的优酷与占有率第二的土豆之间的100%换股合并不仅是经济学界值得注意的一件事件,更是值得商法学界关注的一件事,虽然两者所占份额几乎占到了市场的一半多,但是双方盈利情况并不乐观,土豆网更是亏损严重。双方进行合并的结果首先是产生规模经济,其次最重要的是合并的方式,即换股的方式,此种方式为优酷网节省了大量的资金,从而得以投入到整个公司的运营当中。换股并购的优势是明显的,同时对我国换股并购的法律实践来说又是新鲜事物,所以法律在这方面的滞后也是明显的,对于换股并购的法律规定还处于法律承认这种方式的阶段,至于围绕该并购方式的具法律规定少之又少。本文所研究的也正是换股并购所涉及的法律问题,主要围绕的中心点是如何保障中小股东的权益,其中最重要的换股比例确定问题也仍基于保障股东权益的思想,虽然已有部分学者在之前提出了相关的建议,但是具体的立法到目前还未出台,这些问题有待解决。同时,股东代表诉讼制度和异议股东股份回购请求权制度不能机械性地适用于换股并购的过程,而需要变通适用。换股并购作为当今比较流行的一种并购方式,其换股的对价支付方式使得体量相当的大公司之间的并购成为可能,笔者预言我国将来会发生越来越多的换股并购,所以相关法律制度的跟进是十分必要的。
[Abstract]:Although M & A activities in China have gradually begun to flourish in recent years, compared with western developed countries, the number of M & A is obviously not enough. The merger of 100% shares between Youku, which has the largest market share in the online video field, and Tudou, which occupies the second share, is not only an event worthy of attention by the economists, but also a matter worthy of the attention of the business and legal circles. Although they account for more than half of the market share, the profit situation of both sides is not optimistic, and Tudou net is losing more money. The result of the merger between the two sides is first economies of scale and, most importantly, the way of merger. That is, the way of stock exchange, this way has saved a lot of money for Youku net, thus it can be invested in the operation of the whole company. The advantages of stock exchange merger and acquisition are obvious, at the same time, it is a new thing to the legal practice of stock exchange merger and acquisition in our country. Therefore, the lag of the law in this respect is also obvious. The legal provisions on merger and acquisition of shares are still at the stage of legal recognition of this way. As for the few legal provisions surrounding this mode of merger and acquisition, what this paper studies is precisely the legal issues involved in the merger and acquisition of shares, the main focus of which is how to protect the rights and interests of small and medium-sized shareholders. The most important issue of determining the proportion of stock exchange is still based on the idea of protecting the rights and interests of shareholders. Although some scholars have put forward relevant suggestions before, but specific legislation has not yet been enacted, these problems need to be solved. The system of shareholder representative litigation and the right of claim for share repurchase of dissenting shareholders can not be applied mechanically to the process of merger and acquisition of stock exchange, but should be applied flexibly. The consideration payment method of stock exchange makes M & A between large companies of the same size possible. The author predicts that more and more mergers and acquisitions will take place in our country in the future, so it is necessary to follow up the relevant legal system.
【学位授予单位】：上海大学
【学位级别】：硕士
【学位授予年份】：2015
【分类号】：D922.291.91
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本文编号：1523449