Comparison of International Tender Offer System

At present, there are two patterns of tender offer legislation, British and American. The former emphasizes shareholders' equality, while the latter emphasizes the full disclosure of information. Legislation recognizes most shareholders'legal status and powers to make decision. At the same time, they attach importance to the protection for the minor shareholders' status, which has become a tendency of corporations'legislation after World War II. Capital market in China does not develop well; information disclosure system is not perfect; share rights structure of listed companies is particular; minor shareholders are deficient in information and experience; and the whole country lacks the American judicial inquiry system. Through the international comparison of tender offer, this paper holds that tender offer system is mainly used to avoid the discrimination against minor shareholders, so as to facilitate them to decide for themselves whether to cooperate with the new controlling shareholder. It is reasonable and pragmatic to build the British tender offer system in China.