Influence which the Securities Exchange Act System Has on the Acquisition of Corporate Control and the Action After Acquisition

本文考虑了企业并购中的信息不对称问题，并考察了在这种情况下理想的监管制度。一个是收购要约，另一个是在市场上购买股票。由于收购要约使所有股东在出售控制权时的交易条件相同，因此它对英国和日本市场上通过股票购买完成的并购进行了监管。另一方面，美国没有这样的规定，日本现在正在考虑解除这一规定，虽然理论上很容易提到强制收购的规则(称为收购要约收购规则)的优势，但接受市场交易的规则(称为市场交易共存规则)的优势却很难发现。优先研究表明，市场交易共存规则的优势仅限于存在一个大的控股股东对买入拥有否决权的情况。本文重新考虑了股东不了解中间商类型的信息不对称问题，找出了市场交易共存规则的优势。(它的出现，当然，即使它不假设存在一个巨大的控股股东。)研究还表明，在可以解释为日本目前状况的情况下，市场交易共存规则的优势变得强烈。

By this paper, we consider asymmetrical information problem in merger and acquisition, and examin the desirable regulation system under such circumstances.Generally, there are two kinds acquisition of control block of shares. One is the take-over bid and another is stock purchase in a market. Since a take-over bid makes the same all stockholders' trading conditions in sale of control, it has regulated the merger and acquisition which is done by the stock purchase in a market in Britain and Japan. On the other hand, the United States does not have this kind of regulation, and relief of this regulation is considered by Japan now.Though it is easy to mention theoretically the advantage of the rule (it is called a take-over bid buying-over rule) which forces it a take-over bid, the predominance of the rule (it is called a market dealings coexistence rule) which accepts market dealings is difficult for finding out. The predominance of a market dealings coexistence rule, is shown by precedence research, this is restricted to the situation that a huge controlling stockholder who has veto in buying over exists.This paper newly considered the asymmetrical information problem that a stockholder did not understand a fixer's type, and found out the predominance of a market transactions coexistence rule. (It comes out, even if it, of course, does not assume existence of a huge controlling stockholder.) It was also shown that the predominance of a market dealings coexistence rule becomes strong in the situation which can be interpreted as the present condition of Japan.