Research On The Legal Regulation Of Anti-takeover Actions Of Target Company's Board

With the rapid development of our economy, the full circulation in the securities market arrives after the securities market reform. The number of the takeover ha s increased as result of the prosperity of the securities marker, and to the premise of hostile takeovers, anti-takeover also gradually become the focus in academic circles. The anti-takeover refers to the target company take defensive actions toward the certain or uncertain threat from the hostile takeover act, which aims to obstruct and resist the hostile takeovers smoothly. The board of directors in the target company is at a special position that is easy for the directors to get in the interest conflicts among the company, shareholder and themselves, so,the legislation is necessary to focus on the regulations of anti-takeover actions from the target company. In foreign countries'legislations, the British and American anti-takeover legal regulating model which based on a mature securities market are representative. British and American legislation pattern put the traditional theory of director's responsibility into theory and practice of securities activities'by defining the range of the anti-takeover rights, and constructs the relevant judicial review standard to effectively regulate the anti-takeover actions, which is a significance of the board behavior control and other emerging market countries anti-takeover legislation.This paper based on the reality, through study foreign regulations of the target company directors behavior of the relevant legislative and judicial practice, in reference to related legislation are put forward on the basis of perfect, our target board of anti-takeover legal regulation proposal. The paper is consisted of four parts:The first part of the paper is the regulations of the target company board's anti-takeover actions. This section first expounded the validity and the related concept, then it analyze the necessity of the regulations of the target company board's anti-takeover actions. This paper mainly from conflicts of interest, small shareholders protection, exterior governance mechanism three aspects discusses the necessity of anti-takeover legal regulation board.The second part:the foreign target company board of directors of legal regulation of anti-takeover legislation and its Enlightenment. This section first describes the typical foreign legislation; then summarizes these foreign legislation as two basic models to make comparison:he American model and the British model, with the analysis and comparison of two legislative models, the paper could summarize their respective advantages and disadvantages related to anti-takeover legislation. This part of the analysis and summary of relevant legislation has applied he comparative method.The third part:the situation of legal regulation on the anti-takeover actions of the target companies'board of directors. Through regulations on anti-takeover, mainly of "Company Law", "Securities Law", "Administration of Takeover of Listed Companies" and other major laws and regulations,the paper concluded the acquisition of the relevant anti-regulation provisions, and these specific provisions, points out the existence of norms against the acquisition of the disadvantages.The forth part:legislative suggestions for the regulations on anti-takeover from the Board of Directors of the target company. This section has set the value of anti-takeover Law, take the value as a premise it also provide with legislative suggestions in five areas:fix the range of the target company's board'anti-takeover rights; improve the target company directors'fiduciary duties in the takeover; construct the mechanism which aim to restrict target company board of directors the right to take anti-takeover actions; establish the target company directors fiduciary duties of accountability mechanisms.