The acquisition of listed companies is essentially a stock exchange, which has the nature of stock exchange. Enterprise acquisition generally involves three stakeholders, namely the buyer, the seller and the target company or listed company.
Due to the different attitudes of countries around the world to the acquisition of listed companies, government departments sometimes intervene in some trading relationships, and then become special subjects and participants in the acquisition of listed companies. However, the purpose of government intervention in the acquisition of listed companies is to comment on the rationality and legality of trading behavior, not to participate in the sale, not to gain rights from it, so it does not belong to the direct subject of the acquisition of listed companies. Therefore, the acquisition of individuals by listed companies belongs to the category of market behavior and has the following characteristics:
1. Behavior subject standard
The acquisition of listed companies refers to the stocks sold by listed companies, that is, the stocks sold by enterprises and held by investors, excluding the stocks held by enterprises and the stocks immediately sold by the company in its own name, such as the stocks embedded or unsold by the company during the stock issuance process, and the stocks that have not been cancelled after the company purchased the stocks. China's current law adopts the system of capital reserve, and the company can only apply for company registration after the planned issuance of shares, so China's bankruptcy law violates the stock inventory of enterprises; At the same time, only domestic companies are allowed to buy the shares for the purpose of cancellation, and listed companies are also prohibited from owning the shares. It can be seen that the acquisition of listed companies refers to "stocks sold to the outside world" and refers to all kinds of stocks sold by listed companies. In China, the classification of stocks is very complicated. While accepting the traditional classification of stocks by overseas securities laws, according to the special situation of China's economic development and society, many unique stock methods in China have been constructed, such as A-share stocks, B-share stocks and H-share stocks, in addition to stock market value stocks and non-tradable shares. The "stocks for sale" mentioned in China's Acquisition Rules of Listed Companies refers to all kinds of stocks issued by listed companies, not limited to stocks with market value.
The main body of enterprise acquisition behavior does not include corporate bonds. Corporate bonds are creditor's rights certificates reasonably and legally owned by bondholders, and the issuer of corporate bonds promises to repay the principal and interest at maturity. The bondholders may require the issuer to pay interest on the maturity date, but they have no right to vote in the daily affairs of the issuer. Even if many investors own some kind of corporate bonds, they cannot endanger the ownership structure and decision-making power of enterprises. However, if investors withdraw corporate bonds convertible into stocks in the near future, corporate bondholders will apply to convert their corporate bonds into individual stocks, and bondholders will be converted into individual stock holders and can participate in the management of corporate affairs. Therefore, convertible corporate bonds can also be regarded as a special subject of enterprise acquisition.
Legal basis:
Article 3 of the Measures for the Administration of the Acquisition of Listed Companies
The principle of openness, fairness and justice must be followed in the acquisition of listed companies and the change of relevant share rights and interests. The information disclosure obligor in the acquisition of a listed company and the change of relevant shares' rights and interests shall fully disclose their rights and interests in the listed company and their changes, and perform legal obligations such as reports and announcements in strict accordance with the law. Before the relevant information is made public, it is obliged to keep it confidential. The information reported and announced by the information disclosure obligor must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions.