A Research On Legal Issues Of Corporation Anti-takeover

The merger and acquisition market of china becomes much more active with the disappearance of the regulation of takeover and anti-takeover. Many companies take anti-takeover measures to deal with intended takeover. Anti-takeover is an important system for listed corporation to defeat takeover actions, especially intended ones. It has many features such as confrontation of sides, multisubjects, securitization of objects and clearness of goals. China is still short of legislation on anti-takeover though both of them increase progressively up. This paper introduces different anti-takeover measures home and abroad and makes research on legislation. It sees the regulation on anti-takeover of works over relevant regulations of the U.K., the United States comparatively. It gives advice on China's legislation on the base of the analysis of our present laws. In addition, this paper lists the common measures for anti-takeover to show their possibilities.Anti-takeover sees expelling intended purchaser, protecting companies&their shareholders'and social interest as its basic task. The regulation for anti-takeover mainly works for canceling the bad effect in this process, such as disordering market, damaging interest of companies and their shareholders and decentralizing managers'attention. Anti-takeover measures provide the listed companies opportunities to bargain with bad-intended purchaser. It brings forward and appraises competitive mechanism for the asset restructuring. As other market acts, anti-takeover can have advantages and disadvantages. On the one hand the company can put off the bad influence from intended takeover, on the other hand the officials may misuse this power, which can damage the shareholders'interest. Therefore, regulation on the anti-takeover is an important part on takeover legislation in many countries.Until now, we have no laws on anti-takeover to be used for the settlement of problems in practice. This paper mainly discusses the anti-acquisition of the corporation. After summarizing the recently published research papers on this issue, the author discusses the major problems of the anti-takeover and makes proposal for out legislation. The problems are: firstly, the puzzled situation in takeover and anti-takeover practice; Secondly, the shortage of regulation of anti-takeover. So, there is urgent to establish an anti-takeover law system. The anti-takeover law should protect the interests of shareholders and optimizing the resources, at the same time keeping a balance between free anti-takeover actions and restricted ones. As far as who have the right to start anti-takeover action; The British model should be followed, that is the shareholder conference posses the right to make decisions. Because it protect the interests of shareholders, and strengthen the supervise over the target corporation officials. As to specifies tactics of anti-takeover, Poison Pill, Shark Repellant, Golden Parachute,Employee Stock Ownership Plan, Share Repurchase, White Knight, Pacman Defence can be used by target company.There are three chapters besides the introduction.Part one of the article introduces the concepts and basic knowledge of takeover and anti-takeover, summarizes various anti-takeover measures both home and abroad.Part two is about the theoretical controversies and value analysis of anti-takeover. The author believe that anti-takeover actions have existance values, which can not be absolutely restricted; the final power of setting off anti-takeover should be attributed to shareholders, but the management should employ their professional and informational advantages to take effective anti-takeover actions, the laws should differentiate between different situations to give positive or negative answers for anti-takeover actions. This part also makes research and gives appraisal respectively on the legislative regulation of anti-takeover actions adopted by Britain, US and EU. By comparing the British model and American model, the article concludes that China should learn from British and US model. That is the shareholders hold the power to decide anti-takeover measure from British one and the legalful aspect of anti-takeover measures judged by business rule from American ones.Part three presents how to regulate the anti-takeover actions of our country, and puts forward legislative proposals. This Part addresses the necessity and possibility of the anti-takeover legislation of our country and its basic principles and contents.The below are the key points of the paper:Firstly, this paper makes research on relevant legislations comparatively. means. Comparison is among anti-takeover regulations of the U.K., the United States and China, Naturally, suggestions for China's legislation are deduced.Secondly, based on the comparative study of relative regulations, legal and practice cases, this paper aims at giving valuable advice on legislation and practice.