| Under the world-economy wave of economic globalization, market integration and the capital securitization, the merger becomes a wonderful landscape. Meanwhile, some groups of enterprises are downsizing, spinning off some parts. Why do they take different strategies? Which one is better?The paper firstly defines the firm's effective boundary when the organizing cost in the firm equals the transaction cost in the market according to the concept of the firm's boundary. When the two are unequal, the firm's boundary needs to be reconstructed in order to arrive to the effective boundary, exploding with merger or downsizing with spin-off. Even the reconstructed company needs to be constructed again. The merger and spin-off include several styles, which affect the firm's boundary differently. We regard the reforms in Chinese companies as the process of reconstructing the firm's boundary.Wherever is merger, there is anti-takeover. After the firm arrives to the effective boundary, it is threatened by the outside environment where the competition is fierce. Then take anti-takeover. But there are many discussions about the value of anti-takeover. I think the stakeholder theory supervises the anti-takeover useful here. The discourse analyzes the possibility that the western anti-takeover is transplanted in China. And I bring forward a system according to present Chinese law.The paper regards merger and spin-off as the useful tools for chasing for the firm's boundary, and puts forward the new opinion that anti-takeover under the stakeholder theory could protect the stability of the firm's boundary in case not to be destroyed. Meanwhile, it constructs an anti-takeover system including strengthening, guarding and attacking mechanisms. |
