A Study Of Regulations On Anti-takeover Tactic Poison Pill

Poison pill is known by the public after Sina set up poison pill as defense tactic against Shengda purchasing its stocks by tender offer, but in home there is no systemic study of poison pill. Poison pill was invented in the US at the beginning of 80th of the twenty century, since then, in the US both in the corporation academic circle and in the corporation practice circle wide and thorough study has been made to poison pill, but as for the attitudes to poison pill, huge differences exist between the academic circle and the practice circle. This article attempts, based on introducing and analyzing the current studies of poison pill in the US combined with the regulations on anti-takeover defenses of the other main jurisdictions, to make a comprehensive study to poison pill hoping it will benefit to our country's corporate practice and the latter corporate legislation.This article includes five parts and its conclusion:Part I introduces the origin of poison pill and its developing categories & basic characters. Tender offer as an approach of taking over company can be divided into friendly tender offer and hostile tender offer, but poison pill resulted from hostile tender offer. Response to the booming hostile tender offer, poison pill as an anti-takeover tactic was first invented by a famous takeover lawyer Martin Lipton in America at the beginning of 80th of the last century. The categories of poison pill are constantly changing after poison pill came into existence. Up to present, the following classic poison pills have come out:"flip-in poison pill","flip-over poison pill","dead hand poison pill", and"no...