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本文阐明了收购方要实现控制目标公司的目的,除了要按我国法律规定达到一定的控股比例外,还受到一些非股权因素的影响,而这些非股权因素对于收购方取得目标公司实际控制权也十分重要。例如印鉴的保管,章程细则的规定和管理层对控制权的威胁等。本文通过对这些非股权因素的分析,进而提出相应的解决对策和具体操作程序,例如在收购中实行印鉴共管、对章程细则做尽职调查以及监督制约管理层等,以期对收购方的收购行为有所帮助。
This paper clarifies that the purpose of the acquirer to control the target company is not only to achieve a certain proportion of the shareholding according to the law of our country but also to some non-equity factors, which also make the acquirer obtain the actual control of the target company Very important. Such as the custody of seals, the provisions of the articles of association and management’s threat of control. Through the analysis of these non-equity factors, and then put forward the corresponding solutions and specific operational procedures, such as the acquisition of the joint seal of inspection, due diligence investigation of the Articles of Association as well as supervision and control of the management, with a view to the acquirer’s takeover behavior Help.