| By research into overseas legislations concerning takeover and takeover defense, and based on our country's present situation, the dissertation makes a relatively objective evaluation of takeover defense and puts forward some suggestions on how to perfect the policy-making right in takeover defense and management level's duty system of our country's objective company.The dissertation consists of three parts——the preface, the text and the ending. The text covers four chapters:The first chapter is the discrimination of concepts in takeover defense of company. It comprises of three parts: the first part expounds mainly some basic concepts in takeover defense of company, and introduces slightly main content involved in takeover defense in order to complete it. The second part is arguments of value over takeover and takeover defense. The third part involves evaluation of takeover defense and by analyzing two mainstream viewpoints, then here comes the author's attitude toward takeover defense——not absolute prohibition. Chapter Two concerns some explanations and analysis of theories about takeover defense. As the U.K and the U.S.A, which are the most active places of takeover and takeover defense in the world, have the most perfect relevant systems, decrees and regulations which can well afford to be exemplified by other countries, the dissertation introduces in great length and detail the development of the systems of takeover and takeover defense in these countries that we can make use of. This chapter consists of two parts: one is about American model. Most states' legislations of the United States, out of protection for its own companies, often denies the active role of takeover and allows management levels of company to take measures against takeover. The other part of the chapter concerns British model. In Britain, the directors of an objective company have no right to take measures against takeover without the permission of the shareholder meeting which has the decision-making right. And in British, management levels of a company can decide and implement methods and scopes against takeover on behalf of the interests of the company and its shareholders.The third chapter includes a study on the duty of good faith in objective company's management levels. There are some differences in the status of management levels of a company and in their relationship with shareholders. One thing is common, however, that is management levels involves duties of faith and care to their shareholders. Considering it is inevitable to combine with the duties of management levels to which must always be adhered when it comes to study on legal control against takeover, the author hopes that, starting from the duties of management levels in an objective company, it is possible to control the levels' behavior by means of making clear of their duties. This chapter is divided into three parts. The first part is about questions including how great the right an objective company's management levels enjoy against takeover, and how to ensure that the levels will not use the right to seek selfish profits leading to the fact that shareholders' interests are harmed. The author maintains that setting up the management level's duty system is an effective way to solve these problems. The other two parts of the chapter introduce the system's theoretical basis and relevant stipulations in Anglo-American countries (the United States, mainly), as a basis for putting forward the author's own viewpoints in the following text.The last chapter is a summary of the whole text as well as a chapter where the author concentrates her viewpoints. The first section presents our country's present legislative situation about takeover defense and management levels' duties. Then, by analysis of the former three chapters, the author, from the angles of different focus on director's duties in Anglo-American law, explains the difference between the two legislations models over takeover defense and raises two standpoints. One is the s...
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