Abstract
Tender offer is one of the important parts in the law systems,originating in the 1950s in England.It aims at that strongly defending the Legal rights of the mostly small and medium shareholders,which intensifies restraint mechanism of manage ranks in the modern enterprise systems as basic principles.
Among of the listed companies in China, once purchasing persons getting the rights of controlling stock must get touch of tender offer system about all round about,therefore a great number of purchasing persons will take the name of two or two more non- related companies purchasing the target companies in order to avoid negotiating purchase system about all round about and it multiplied inside exchange,which broke the “three pubilc”rules. Our country carry on the tender offer system especially forcing negotiating tender offer sysmtem about all round about is mainly for the choice that liberty alterated rights of small and medium shareholders’ withdrawing.However,as a matter of fact, new controlling share holders’interests is according with the small and medium shareholders as a whole.There are no reasons and proven outcomes regarding the new controlling share holders will do harm to the target companies.
All in all ,in the realistic practice, it has great meaning that demonstrating the nature and the principle of the tender offer.
Key words: the concept of tender offer;basic principle;the construction and content of system;present situation of system