Construction Of The Anti-takeover Legal System Of Listed Companies In China

The completing of the reform of the shareholder structure in listed companies has resolved this longstanding institutional problem that hindered the development of the securities market. For the listed companies, the arrival of China's Entire Circulation Times, at the same time is new opportunities and challenges. One of these challenges is that the volume of transactions of the M&A (mergers and acquisitions) of listed companies will increase significantly. Under such circumstances, some of our listed companies must begin to consider such a question that has never been considered, that is how to carry out anti-takeover measures. In 2006, according to the new Company Law and Securities Law, the CSRC( China Securities Regulatory Commission) Issued a new "acquisition management practices of listed companies" ,the change enrich the means of acquisition, reduces the cost of acquisition, and has encouraged the acquisition of listed companies. So from now on there will be more domestic and foreign hostile takeover in our country's securities market in the up, and there is a need to improve the legal regulation to anti-takeover of listed companies as soon as possible.The first two parts of this article will introduce the history of anti-takeover in order to inspect the engendering and the value of anti-takeover, on this basis, of listed companies to explore the most effective mode of legislation for anti-takeover law system. The third part of this article introduced and analyzed the British and American model of anti-takeover legislation, although the legislative environments of these two countries are significantly different from ours, however, their anti-takeover legislations are the most mature ones. So the experience and lessons in their legislative process is a very important reference for us. Part four is the main part of this article, in this part, author of the article will present her ideas that China's anti-takeover legislation should be based on these basic principles and a anti-takeover legal system must be set up. In order to present some suggestions for the legislators and those listed companies which are in anti-takeover situations.The author believes that China's anti-takeover laws of listed companies should be based on these basic principles including: the principle of protecting of the interests of shareholders, the principle of information disclosure, the principle of social responsibility and the principle of state intervention. As to these principles, the author will focus on the analysis of their Specificities when they are applied to anti-takeover laws. As to the building of China's anti-takeover legal system of listed companies, the author makes the following recommendation: our country should set up such anti-takeover legal system that based on the company law and securities law and with a core of acquisition management law.