Abstract
The Chinese mergers and acquisitions (M&A) market has been expanding at unprecedented rates in recent years (see Fig. 1.1). The year 2010 alone has witnessed 1,743 inbound M&A transactions, with an aggregate value of more than US$52 billion.
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Notes
- 1.
Ju is a citrus fruit that usually has a sweet taste. Zhi is shaped like a small orange but is not edible due to its bitter taste.
The quote was made by diplomat Yan Zi when he went to Chu as an ambassador of his own country Qi. The king of Chu wanted to insult Yan Zi and his country. The king interrogated a thief who came from Qi and was caught stealing in Chu. The king asked Yanzi, quite provocatively, whether people from Qi were all thieves. As seen in the quote, Yan Zi’s comment indicated that the environment of Chu made people from Qi thieves.
See 晏婴 [Ying Yan], ‘内篇杂下 [Part One Miscellaneous]’ in 晏子春秋 [Yan Zi Chunqiu] (李万寿 [Wanshou Li] Interpreter, 台湾古籍出版社 1996).
- 2.
股票发行与交易管理暂行条例 [Provisional Regulations for the Administration of Stock Issuance and Transactions] (People’s Republic of China) State Council, Apr 22, 1993.
A major difference between Takeover Regulation 2006 and previous regulatory rules such as Provisional Regulation for Stock Issuance and Transactions is that the former is a specific takeover law while the latter is a comprehensive securities law containing some takeover regulatory rules.
- 3.
M. A. Weinberg et al., Weinberg and Blank on Takeovers and Mergers (Sweet and Maxwell, 4th ed, 1979), 3. ‘Indirect acquisition of shares’ refers to circumstances under which a person controls voting rights of shares without becoming the registered owner of those shares. Such indirect acquisition of control is discussed in more details in Chap. 6.
- 4.
In Chinese practice, acquisitions of shares are often conducted along with acquisitions of assets and other transactions/arrangements in an M&A transaction. This is different from countries such as the UK, in which takeovers as a form of M&A transaction are regulated separately from another form of M&A transaction called scheme of arrangement. The implication of this local Chinese feature provides one justification for Chinese takeover law not adhering to the principle of ‘equal treatment of shareholders’ adopted in the UK takeover law. More details will be discussed in Chap. 4.
According to recent news report, the CSRC is considering changing the current unseparated regulatory mechanism, namely regulating takeover bids separately from other M&A transactions. Report Team for National People’s Congress, ‘中国证监会副主席庄心一表示并购重组分道制审核或于2013年启动[Vice President of CSRC said Separate Review of Takeovers and Restructuring may Experiment in 2013]’, China Securities Journal (Beijing), Mar 4, 2013.
- 5.
An incomplete list of the existing studies include Guanghua Yu, ‘Takeovers in China: the Case against Uniformity in Corporate Governance’ (2005) 34(2) Common Law World Review; Hui Huang, ‘China’s Takeover Law: A Comparative Analysis and Proposals for Reform’ (2005) 30 Delaware Journal of Corporate Law 145; Wei Cai, ‘The Mandatory Bid Rule in China’ (2011) 12 European Business Organization Law Review.
- 6.
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Chen, J. (2014). Introduction. In: Regulating the Takeover of Chinese Listed Companies. Springer, Berlin, Heidelberg. https://doi.org/10.1007/978-3-642-54508-5_1
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DOI: https://doi.org/10.1007/978-3-642-54508-5_1
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