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随着我国资本市场的兴起和发展,作为资本市场重要组成部分的兼并行为越来越活跃,呈现出来的方式也多种多样。兼并过程通常伴随着相关各方之间的利益流动,但是,这种利益流动并不平衡,流通股股东和债权人的利益不能得到保护,兼并机制存在诸多问题。本文试图在对兼并收益进行深入分析的基础之上,对兼并的方式进行分类,并通过案例揭示各种兼并方式的特点,并阐释我国目前兼并过程中的利益流动的问题。然后针对兼并中存在的问题,试图提出一些有益的措施。
With the rise and development of China’s capital market, mergers and acquisitions as an important part of the capital market are becoming more and more active, presenting a variety of ways. Mergers and acquisitions are usually accompanied by the interests of all parties involved. However, this kind of interest flow is not balanced. The interests of tradable shareholders and creditors can not be protected. There are many problems with the merger mechanism. This article attempts to classify the mode of mergers based on the analysis of the merger income. Through the case studies, it reveals the characteristics of the various modes of mergers, and explains the problem of the current flow of interest in the process of mergers and acquisitions in our country. Then for the problems in the merger, trying to put forward some beneficial measures.