The hostile takeover and anti-takeover of listed companies in the capital market is common,we do not know when the equity fight between Baoneng Group and Vanke will end.All shareholders,directors and managers of A-share listed companies took lessons from Baoneng Group VS Vanke deeply,what more impressive is that Baoneng asked Vanke general meeting to dismiss the board of directors by submitting a temporary proposal,the fight also let us know the word “Barbarians at the Gate”.In order to keep the seat and achieve the purpose of defending the “Barbarians at the Gate”,the board of directors of listed companies introduced various anti-takeover strategies into the company’s articles of association by submitting revision proposal.By analyzing and summarizing all cases of the year 2016,in which various anti-takeover strategies took by modifying the articles of the company,This paper tends to provide regulation proposal of each anti-takeover strategy complying with the Chinese legal environment and regulatory background,by introducing the common types of anti-takeover strategies used by the A-share listed companies,discussing the legality of each anti-takeover strategy.In part 1,this paper introduces the basic content of each anti-takeover strategy such as Poison Pill Strategy and Staggered Board Strategy and collects all cases of the listed companies,in the Shanghai and Shenzhen Stock Exchange of the year 2016,which introduced anti-takeover strategies into articles of associate,and discusses about how to use them in detail.In part 2,this paper discusses the legality and compliance of each anti-takeover strategies,and analyses the attitude of our country’s law and regulation about the legality and compliance of each anti-takeover strategy.In part 3,this paper discusses the legality and compliance of each anti-takeover strategy such as Pack-Man Defense Strategy from the perspective of the regulatory of CSRC,Shanghai and Shenzhen Stock Exchange.In part 4,at the base of discussion of part 2 and part 3,this paper intends to provide regulation proposals for all listed companies about how to apply the mentioned anti-takeover strategies complying with legality.Market-oriented economy is supposed to be under the rule of law,the research significance of this paper is that it trys to provide guidelines about how to take anti-takeover strategies to defend hostile takeover with legality for all listed companies,thus to promote the rule of law of governance of all listed companies. |