Listed Companies In China Anti-takeover Regulatory System Research

This article studies the anti-takeover supervition system of Chinese listed companies, from the angle of protecting minority shareholders' interests. Minority shareholders are in weak position, they are extremely easy to suffer the damage in the war between takeover and anti-takeover, therefore, protecting the minority shareholders' interests becomes the common goal of the various countries' anti-takeover supervition system.Anti-takeover reduced by hostile takeover, is helpful for the protection of minority shareholders' interests, so the anti-takeover supervition system should not restrict or forbid the anti-takeover behaviors, but regulate these behaviors and let them protect minority shareholders' interests. The British model and the American model are the most representative in the anti-takeover supervition system. This article inspects the both two models and finds that they both protect minority shareholders' interests well under their respective tender offer supervition system, although their rules are different. In the aspect of tender offer supervition system, China adopts American model, however in the aspect of the anti-takeover supervition system, China adops the British model. Lacking the corresponding background, Chinese anti-takeover supervition system is unable to display its function, therefore, this article studies anti-takeover supervition system under the background that Chinese tender offer supervition system, then proposes some suggestion on improving Chinese anti-takeover supervition system.This article consists the following four parts: The first part introduces takeover and anti-takeover, and clears the range of study. The second part inspects the legislative policy of the anti-takeover supervision system, then proposes the viewpoint which the legislator should adopt neutral legislative policy and the supervisor should set up the supervision goal that protecting minority shareholders' interests.The third part is this article main body, analyzes British model's foundation and American model's then reflects on Chinese anti-takeover supervition system, finaly points out that Chinese anti-takeover supervition system deviates the supervision goal and is unable to display the function. The fourth part proposes suggestion on improving Chinese anti-takeover supervition system: adjust the legislative policy, and perfect anti-takeover legislation; clear the supervision scope and regulate the supervision measures; adpot the anti-takeover judicial review .