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我国《证券法》第四章“上市公司的收购”及中国证监会《上市公司收购管理办法》虽确立起我国上市收购监管的基本制度,但相较于境外成熟证券市场的监管规则,无论在定义、法律条文、监管措施还是在监管理念、立法技术和制度设计上,现有的监管制度都存在着不少差距,而且存在着收购法律制度不能适应日趋市场化、复杂化的收购行为的弊端。为此,本文希望以制度分析的方法,通过梳理我国历史及现有上市公司收购监管制度的具体内容,以期对上市公司收购法律制度的完善提出作者的一家之解。
Although Chapter Four of the Securities Law of China, the “Acquisition of Listed Companies” and the “Administrative Measures on the Acquisition of Listed Companies” by China Securities Regulatory Commission establish the basic regulatory system for the regulation of listed transactions in China. However, compared with the regulatory rules of overseas mature securities markets, There are many gaps in the current regulatory system in terms of definitions, legal provisions and regulatory measures, as well as regulatory concepts, legislative techniques and system design. Moreover, there is a gap between the acquisition legal system and increasingly market-oriented and complicated acquisitions The drawbacks. To this end, this article hopes to use the method of institutional analysis, by combing the history of our country and the existing regulatory details of the acquisition of listed companies, with a view to the legal system of listed companies to improve the acquisition of the author’s solution.