A Study Of Legal Issues Of Listed Company Anti-takeover

As the important external governance environment and the basis of the operation of market for corporate control, takeover can promote economic effectiveness while it has drawbacks. Therefore, anti-takeover becomes necessary. The purpose of anti-takeover is to defeat hostile takeover. With the accomplishment of full circulation reform, securities market comes into the phrase of full circulation. The ownership structure of listed company becomes scattered. Takeover and anti-takeover cases become more and more popular. Chinese legal system regarding anti-takeover of listed company remains disorderly without concrete and definite criteria, thus can(?) satisfy the need of securities market development. This paper introduces the basic theories and concrete measures of anti-takeover, borrows the Anglo-American legal practice regarding anti-takeover and provides some suggestions to improve Chinese legal system regarding anti-takeover based on Chinese unique situation.This paper includes three parts:The first part generally introduces listed company anti-takeover system. This part introduces the basic concept, category and characteristic of takeover and anti-takeover and the basic theories of anti-takeover which includes the theory of the market for corporate control and social responsibility theory. In addition, this part introduces listed company anti-takeover measures which include precautionary measures and defensive measures.The second part makes a comparative study about foreign listed company anti-takeover legislation. This part makes a comparative study about foreign listed company legislation framework and practice. The mainstream patterns are Britain pattern which attributes the decision power to the meeting of shareholders and American pattern which attributes the decision power to the board of directors. The main difference between Britain pattern and American pattern is that the board of directors has no power to take anti-takeover measures in the Britain pattern while the board of directors has the power to take anti-takeover measures in the American pattern.The third part gives some suggestions about Chinese listed company anti-takeover legislation. This part introduces the present status of Chinese listed company anti-takeover legislation and makes some comments about it. Based on this, the paper gives some general and concrete suggestions about Chinese listed company anti-takeover legislation.