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Characteristics Of Power Of Attorney Purchase

2011/1/19 14:42:00 45

Power of attorney refers to the fact that the acquirer obtains the right to vote in the form of large number of proxy solicitation.

Attend

When the general meeting of shareholders is held, these voting rights shall be concentrated.

Easy

By changing the management strategy, reorganizing the board of directors and other general meeting resolutions, we can control the special way of the acquisition of listed companies.

The core of power of attorney's purchase is that the acquirer can obtain the actual control right of Target Corp with the help of the third party at a low cost.

In essence, it is a takeover (stock option collector) within the scope of authorization, and the agent's shareholders exercise voting rights, resulting in the principal agent relationship.

This should follow the principle of autonomy of the parties, freedom of contract, etc. However, because the consequences of this act may be the same as the equity acquisition, the pfer of control rights of listed companies also involves the protection of the interests of companies, shareholders and creditors.

Therefore, the law should specifically regulate it as a special takeover.

Several takeover actions, such as power of attorney, acquisition of shares and acquisition of assets, are

Law

The nature is different.

Compared with the acquisition of stock ownership, the power of attorney's purchase is a kind of agency behavior. The two parties are principal-agent relations. Only when the voting is exercised within the scope of authorization, shareholders will exercise all or part of the voting rights based on ownership of stock (generally all of them). Before the shareholders' meeting is held, the shareholders may withdraw their orders at any time, and the pfer of ownership of stock will not occur. The acquisition of shares is a kind of ownership paction for buying and selling stocks. On the other hand, the acquisition of proxy is lower and easier than the acquisition of stock rights, and the law is more meticulous and strict in its regulation than equity acquisition.

Party and Target Corp; secondly, the legal consequences of the act are different. The legal consequence of the acquisition of assets is the pfer of the ownership of some or all of the property of the acquired company to the pfer of the real right. The acquisition of the proxy is the right to vote for the shareholders of the shareholders without any compensation or the gratuitous pfer of the shares. Thirdly, the operation procedure is different. Asset acquisition is a kind of company's property purchase behavior, and it should belong to the company's major business behavior. Therefore, the approval of the shareholders' meeting can be adjusted by the relevant laws and regulations of the company law and other related legal norms. Compared with the acquisition of assets, the main body of the acquirer is different from the acquisition of assets: the main juristic acts of the attorney's purchase are the shareholders of the acquirer and the Target Corp, while the legal actor of asset acquisition is the acquisition.