Legal Regulations Of Companies' Anti-takeover

The recent revised Securities Law of PRC and Regulations for Administration of Acquisition of Listed Companies confirm the validity of the partial tender offer and permit the diversified payment for the share, and the said measures decrease the cost of acquisition, in that case increasing number of acquisitions will occur in the financial market. With the accomplishment of Share-trading Reform of Listed Companies, the tender offer will replace the takeover by agreement as the main acquisition form. The Author reconsiders the anti-takeover system and offer some regulatory proposals for the deficiencies when the significant changes of market environments and legal system happen.Therefore, the author firstly compared the takeover and anti-takeover system among America, Britain, the European Union and China and tries to find the orientation of China'anti-takeover policy. The US adopt active tender offer mode, and the shareholders of target companies might be puzzled by the decision due to the exist of the partial tender offer, so the director has the anti-takeover power. However in Britain and the EU, the mandatory bid rule protect the interest of shareholders of the target companies, so it is unnecessary to grant the anti-takeover power to the directors. The takeover regime of our country integrate the US model and the Britain model, accordingly we should not copy either of the both, but find the balance in the anti-takeover regulationsSecondly, the paper checked the actual regulations for the anti-takeover, and analyzed the validity of the foreign anti-takeover defenses in China. The article indicated the revised Securities Law of PRC and Regulations for Administration of Acquisition of Listed Companies further relaxed the limitation of the anti-takeover power for the directors, and made the disclosure duties and the directors'obligations of fidelity and diligence more complete and mature. It also pointed that most of the anti-takeover defenses is legal in China, but some of them should be prohibited due to do harm to the interest of the shareholders or the target companies or the possibility of being used to the personal interest of the directors.At last, the paper pointed out the anti-takeover regulations should keep to three principles, that is, shareholder primacy, director fidelity and society interest through the analysis and argumentation. The thesis also put forward three proposals, a) Properly limit anti-takeover defenses before the takeover. b).Reasonably Suprvise the anti-takeover defenses within the term for acquisition c) Complete the dispute resolution system.