On Law Control Of The Target Company's Anti-takeover

The warfare between takeover and anti-takeover is a game playing. How to regulate the two parts behavior to make the game transparent and fair-minded? How to protect the interests of the minority stockholders? Combining with the practice in China and using the legislation system of different countries for reference, this article will research on law control of the target company's anti-takeover.Based on the corporation govern theory and the market control theory, this article have a discussion on situations of the corporation govern structure in China. It reveals that hostile takeover is the important way of external supervision. And it sets forth that our legislation attitude towards the takeover is encouragement. Anti-takeover coexists with hostile takeover. Anti-takeover has rationality and it has negative effect as well. The approach to the takeover gets rise to our attitude to the anti-takeover. The legislation should set strict limits on anti-takeover, and make allowance for unfavorable occurrences. This article analyzes the usual anti-takeover measures, and discusses the possibilities that they can be allowed under China law. Anti-takeover measures are counter measures, so they can't be listed wholly. Therefore the legislation's mission should be to design the system to control the abuse of anti-takeover. The typical anti-takeover legislation systems are reviewed. At last, this article reviews the situation of the anti-takeover in China in positive analysis and proposes some legislative suggestions in expectation of improving China's legislative system in the area of anti-takeover. There are two innovations in this article. One is that comparative analysis of foreign legislation modes .The other is that the basic legal mode on the law control of the target company's anti-takeover.