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

本文研究了企业并购中的信息不对称问题，并探讨了在这种情况下企业并购的规制制度。一个是收购出价，另一个是在市场上购买股票。由于收购要约使控制权销售中所有股东的交易条件相同，因此在英、日等国的证券市场上，它对以股份购买方式进行的企业并购起到了规范作用。另一方面，美国没有这种规定，日本正在考虑解除这种规定。虽然在理论上很容易提及强制进行收购的规则（称为收购出价收购规则）的优势，但接受市场交易的规则（称为市场交易共存规则）的优势很难发现。市场交易共存规则的优越性，已被前人的研究所证明，这仅限于存在拥有收购否决权的大股东的情况，本文重新考虑了股东不了解固定资产类型的信息不对称问题，发现了市场交易共存规则的优越性。(It当然，这也是一个很大的问题，也是一个很大的问题。研究还表明，在可以解释为日本现状的情况下，市场交易共存规则的优势变得强大。

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.