On The Legislative Regulations Of Listed-company’s Anti-takeover In China

Anti-takeover system is one part of the acquisition system,the complete acquisition system necessarily contain anti-takeover system.The legal regulation of anti-takeover of Listed-company is an important issue.Anti-takeover is defined as the action taken by the objective company in order to guard against or stop the transference of its controlling right to another company, which suggests that the obstruction of the transference of the controlling right is its foremost concern.Since the rise of anti-takeover of listed-company,its received a lot of questions.Many countries believe that the target company should not take any anti-takeover measures. Until now,the attitude on anti-takeover of the British still be taken to allow the existence of anti-takeover protection acquisition legality premise. With the development of acquisition, hostile acquisition and hostile takeover began to prevail, damage the interests of the target company,damage the small and medium-sized shareholders’ interests,and then the western countries began to examine the necessity of Anti-takeover system.The current popular theory of corporate social responsibility provides the theoretical basis and legitimacy support for the existence of anti-takeover system.Since Baoyan events of China,we began the course of the listed-company’ acquisition and anti-takeover,but there were no relevant laws and regulations to the listed company of our country,even can be said the legislation blank for a long time. The departmental rules promulgated and implementation in2002,in2006the new revision of the "measures for the administration of the acquisition of listed companies" is specially adjust the acquisition of listed companies,but it doesn’t make any appropriate provisions of the listed-company’ anti-takeover.Facing the increasing number cases of anti-takeover, the blank of legislation of anti-takeover make the listed companies unsystematic,is not conducive to the healthy development of the securities market.Many domestic scholars began to research the anti-takeover of listed companies legal system,theoretical research focuses on the anti-takeover value judgment,the legality of anti-takeover measures,anti-attribution of the acquisition of decision-making power,anti-takeover laws Relief,in many respects still failed to reach a consensus.The standpoint of this article is on perfection of legal system of listed-company’s anti-takeover.This paper is divided into four parts, the first part is the basic theoretical issue s of anti-takeover of listed companies,mainly involved the aspects of the listed companies’ acquisition and anti-takeover,also the conception and characteristics, the theoretical foundation of the acquirer and the value of judgment,at the end of the part introduce the commonly used anti-takeover measures and make the legitimacy resolve.The second part, mainly introduces the Anti-takeover legal system overview of American,British and Germany.Through the analysis on these countries legislative model and legal culture history, extracts legal composition for our country.Based on the basic national conditions in China,on the basis of the legal system of our country owns reflection profile,in order to improve our country’s legal regulation.The third part mainly introduces legal present system legislation of listed companies in our country and analyzes the legal system in our country owns deficiency.The fourth part is divided into six chapters,firstly proposed to improve the necessaryly for anti-takeover law regime of the listed companies in China,then propose to establish the basic principles of the anti-takeover of listed companies in China as a master of directing anti-takeover,and then followed by listed companiesvalue judgments,the examination of the legality of anti-takeover measures,anti-takeover decision-making power vested legal remedies reverse takeover of a listed company,listed company’s anti-takeover law system perfect detail.The main method of this paper is comparative analysis,deductive reasoning and historical research methods.This paper has three innovations,firstly,proving the legality verification standards of list-company’ anti-takeover;Secondly,Clear that the shareholders’ meeting has decision-making powers of the anti-takeover,based on anti-takeover program decision-making power from the fiduciary duties of directors and board of directors obligations angle.Lastly,put forward the idea of building a legal system of anti-takeover.