1. What laws and regulations are involved in the acquisition?
1, Securities Law: Chapter II-Securities Issuance and Chapter IV Acquisition of Listed Companies are the basis and core of the legal system of M&A.
2. Company Law: Chapter IX-Company merger, division, capital increase and capital decrease, which regulates merger, division, private placement and share reduction in M&A..
3. Enterprise Bankruptcy Law: A new bankruptcy reorganization system is added to provide a new legal path for mergers and acquisitions of listed companies.
4. Anti-monopoly Law: Chapter IV-Concentration of Operators
5. Regulations on Supervision of Listed Companies (Draft for Comment)
6. Opinions of the General Office of the State Council on the current financial promotion of economic development.
7. Measures for the Administration of Acquisition of Listed Companies
Measures for the Administration of Major Asset Restructuring of Listed Companies
Second, the definition of enterprise mergers and acquisitions
M&A is a merger between enterprises, an enterprise legal person's acquisition of other legal person's property in a certain economic way on the basis of equality, voluntariness and equal compensation, and a main form of enterprise capital management. Merger and acquisition of enterprises mainly includes three forms: company merger, asset acquisition and equity acquisition. Company merger refers to the legal act that two or more companies form a company by concluding a merger agreement in accordance with the conditions and procedures stipulated in the Company Law. Company merger can be divided into two forms: absorption merger and new merger. Asset acquisition means that an enterprise can selectively acquire all or part of the assets of the other company by paying cash, physical objects, securities and services or by debt forgiveness. Share purchase refers to the acquisition of all or part of the shares of the shareholders of the target company as the acquisition target. As a result of holding acquisition, Company A holds enough shares to control the absolute superiority of other companies, without affecting the continued existence of Company B, and its organizational form remains unchanged, and it still has the legal status of an independent legal person.
Three. M&A program
Under normal circumstances, an enterprise's M&A behavior needs to go through the following four stages from having only vague M&A intentions to successfully completing M&A:
1, preparatory stage. According to the requirements of its own development strategy, enterprises formulate M&A strategy, initially outline the outline of the target enterprise to be merged, and formulate the expected standards for the industry, scale and market share of the target enterprise. 2.M&A strategic design stage. According to the first-hand information obtained from the previous investigation, the M&A model of the target enterprise and the corresponding financing, payment, taxation and legal arrangements are designed.
3. Negotiation and signing stage. After the M&A scheme is determined, the letter of intent for M&A is taken as the basis of negotiation between the two parties, and the core contents such as the price and method of M&A are negotiated and finally the M&A contract is signed.
4. Delivery and integration stage. After signing the contract, the two parties will deliver the property rights, integrate the business, personnel and technology of the enterprise, and fully consider the organizational culture and adaptability of the original target enterprise. Integration is the last link of the whole M&A program, and it is also the key link to determine the success or failure of M&A. ..
According to the requirements of relevant laws and regulations, merger and acquisition of companies is a form of capital operation management of companies, which not only conforms to the rules of survival of the fittest in the market, but also meets the needs of company development.