要约收购刍议

要约收购是指收购人为获得或加强对上市公司(目标公司)的控制权而采取的向该公司所有的股东公开发出买入要约的方式来购买该公司有表决权的股份(通常为普通股)的民事法律行为.它是上市公司收购的一种极为重要的方式.除要约收购方式以外,还有协议收购方式.要约收购应当遵循股东待遇平等、要约慎重、禁止滥用反收购措施和保护少数股东即中小股东利益的原则.证券法主要通过制定强制收购要约规则来规范要约收购行为,平衡收购者、被收购者及其股东之间的利益关系,以达到既鼓励公司的兼并重组,又不至于严重损害目标公司少数股东利益之目的,进而维护证券市场的健康、有序、稳定和安全地运行.

On Offer of Purchase

Offer of Purchase refers to the civil behavior that, in order to get or strengthen the listed company's (targeted company's) control power, the acquirer sends out offer to company shareholder for buying the shares which have voting power (common stock usually ). It is a kind of extremely important way that the listed company purchases. Besides this purchase way, there is purchase way of agreements, which should follow the principle of shareholder's equality with care and be forbidden to misuse the anti-purchase method to protect the minority. Security law, through establishing forcing principle to norm the purchase and balance the interests among the purchaser, person purchased and shareholder, aims to not only encourage the annexation of the company, but also not to damage the interests of a few shareholders of targeted company seriously, and then safeguard the healthily, orderly, stability and security market.