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随着我国证券市场的发展,上市公司收购活动也越来越频繁。收购人是上市公司收购中的关键当事人,如何规范其行为,是必须要思考的重要问题。我国于2006年9月1日施行的《上市公司收购管理办法》强化了对上市公司收购的规范和监管,并着力规范了收购人的行为。本文结合《上市公司收购管理办法》的相关规定,认为收购人应在上市公司收购中承担诚信义务,并详细分析了收购人的诚信义务内容及法律规制。
With the development of China’s securities market, the acquisition of listed companies is also more and more frequent. The acquirer is the key party in the acquisition of a listed company. How to regulate its behavior is an important issue that must be considered. China’s Measures for the Administration of the Takeovers of Listed Companies, which came into force on September 1, 2006, strengthened the norms and regulations governing the takeovers of listed companies and regulated the behavior of the acquirers. Based on the relevant provisions of the Administrative Measures on the Takeover of Listed Companies, the article holds that the purchaser should assume the obligation of good faith in the takeover of the listed company and analyze in detail the content of the obligation of good faith and legal regulation of the purchaser.