A Study Of The Anti-takeover Legal System Of Listed Companies In China

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. So far, the outbreak of a worldwide total of five large-scale mergers and acquisitions. Occurred in the20th century and the turn of the21st century and continues today is the fifth merger wave of unprecedented scale in full swing worldwide to carry out the. With China’s complete share reform, the stock market into the circulation times. In this context, China’s acquisitions of listed companies will be more frequent.Chinese legal system regarding anti-takeover of listed company remains disorderly without concrete and definite criteria, thus can be satisfy the need of securities market development.Thesis aims to give some suggestions to the establishment of the law and system of anti-takeover in China, through analysis of some theories and practices at home and abroad. Based on the above conception, this article divides into four parts.The first Part generally introduces listed company anti-takeover system. This part introduces the basic concept, Anti-takeover of listed companies that is aimed at the target company to prevent, protect against or defeat takeover measures, its hostile bid for the object. According to different classification criteria for anti-takeover measures are classified, and describes several typical anti-takeover measures, and the basic theories of anti-takeover which includes the theory of the market for corporate control and social responsibility theory. Theory that the market for corporate control is actually a company acquired control of the market, in this market, the acquirer through the acquisition of the Target Company made an offer to acquire control of the company, the transaction is the subject of the target company’s control. Theory of corporate social responsibility "theory of corporate social responsibility" has broken the "market for corporate control theory," insisted the operators and shareholders dichotomy of view, the theoretical analysis extended to shareholders, managers and shareholders in the company other than the relationship between the parties.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 frame work and practice. U.S. anti-takeover law system, there is dual-level features, in addition to federal law, the states have self-contained legal system. British anti-takeover of listed companies to take the company self-regulation and government regulation combined system. EU in the region on anti-takeover legislation enacted in2004,"the European Parliament and EU Council Directive tender offer." 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.In the third and the forth Part, the writer introduces the Practice and legislation situation of anti-takeover of China, Describes the history of our country have occurred in the classic case of anti-takeover and the characteristics of China’s anti-takeover. Legislation at the present stage of our analysis of the defects, that the low level of effectiveness, the lack of enforceability, lack of regulation, etc. and analyzes the influence of revision Of Company Law, Securities Law and Regulation on Listed Company takeover on the anti-takeover Practices. At last, the writer gives his own suggestions to the improvement of the anti-takeover legislation of China, which includes in the "acquisition management practices of listed companies," based on the development of "Acquisition of Listed Companies Act", granting the decision-making right of anti-takeover to the shareholders’meeting, prescribing the duties of the management of the target company, improving the dispute settlement mechanism of anti-takeover, Complete with the "anti-monopoly law" supporting regulatory laws and regulations and so on.