A Study Of The Legal Problems On The Target Corporation's Anti-takeover

Where there is a hostile takeover, there is an anti-takeover. It is a neutral action that hostile takeover and anti-takeover like other market action. The target corporation's anti-takeover has the function to mend the negative influence of hostile takeover in result protecting the interests of shareholders in the target corporation. At the same time, the negative of the anti-takeover such as the target corporation's managers abusing anti-takeover measures to defend their benefit may injure the interests of the corporation including the shareholders. Therefore, regulating the anti-takeover is an important content in many countries on corporation's takeover legislation.The paper, adopting the approach of integrating theory with practice, comparative law and legal interpretation, reviews and analyses the practice of Chinese target corporation's anti-takeover and its rules and regulations based on drawing a lesson from the west countries'theories and legislations. It draws a conclusion that there are necessary both encouraging the takeover and giving some room for the anti-takeover. The paper puts forward proposals for the construction and improvement of the anti-takeover system in our country in order to fully develop the function of the external corporate governance of the takeover and the positive action of the anti-takeover and perfectly protect the interests of vast numbers of small non-controlling shareholders in the target corporation.