上市公司私有化交易是大股东或其关联人通过取得公司发行在外的其他股份,使得公司因股权集中而退市的一种特殊交易安排,通常采取合并或要约收购两种模式。从早期案例UOP,Pure Resourc黜,到最新的In Re CNX,IN Re MFW,以特拉华州为代表的美国法院系统不断反思和维护着保护中小股东与促进交易自由之间的平衡,审查标准从之前的结构主义二元化,发展为新近的功能主义趋同对待,超越了模式决定论的传统路径。在香港地区,人数验证(数人头)规则的存废亦争议颇多。涉及我国企业的私有化交易正在逐步从境外扩展到内地,围绕主动退市的法律制度,诸如董事义务、股东批准和司法审查等方面,需要更系统的研究和设计。 The privatization of listed companies is a special transaction arrangement whereby major shareholders or their affiliates withdraw their shares due to the concentration of shares by acquiring other shares issued by the company. Two types of merger or takeover are usually adopted. From the early cases of UOP and Pure Resourc, to the latest In Re CNX and IN Re MFW, the U.S. court system represented by Delaware constantly reconsiders and maintains the balance between the protection of minority shareholders and the promotion of freedom of trade. The standard of review From the previous dualism of structuralism to the development of the new functionalism, it has gone beyond the traditional path of model determinism. In Hong Kong, there is also a lot of controversy over the vetting and verification of number of heads (a few heads). Privatization transactions involving Chinese enterprises are gradually expanding from overseas to the Mainland. More systematic research and design are required around the legal system of voluntary delisting, such as directors’ obligations, shareholder approval and judicial review.