Study On The Legal Problem Of Hostile Takeover In China

Hostile takeovers are external corporate governance mechanism,which has coordinated industrial structure,optimize the allocation of social resources,promoting the efficiency of corporate management and other functions.But in recent years,some hostile takeover through improper means and methods secret seizing control of the company,hollowed by unfair affiliated transactions outstanding assets of listed companies at the expense of the healthy and stable development of the listed companies.For an effective response to hostile takeovers,various types of measures is listed or proposed,such as "poison pills," "two-tier ownership structure","staggered Board system" and so on,and regulators to take regulatory measures in combating hostile takeover activity have important implications for listed companies against hostile takeovers.In the legal community,all kinds of means against hostile takeovers and the legality of the controversial,many scholars have questioned in hostile takeover.Which,for guarantee anti-hostility acquisition process parties of lawful rights and interests,maintenance securities market of order,discussion listed company and the regulatory institutions in hostility acquisition,paper from listed company internal governance and the regulatory institutions as of angle,for hostility acquisition in the listed company by take of anti-merger measures and the regulatory institutions of behavior,on anti-hostility acquisition in the company internal governance and the regulatory of as made useful of discussion.By analyzing listed companies against hostile takeovers of causes,this paper commonly used and essential,more complete understanding of the concept on measures against hostile takeovers.And comb against the recent hostile takeover case that companies against hostile takeovers in the problems and regulatory issues,and the primary against hostile takeovers as a means of legitimacy and control of the discussion and combs.Articles also compared American and British,in anti-acquisition of company internal governance mechanism and the regulatory measures.Through above analysis,articles last obtained conclusion,company articles in the of terms set to meet legal of provides,while company articles to strengthening shareholders and Director of information disclosure obligations,and through cross holding against hostility acquisition can effective to against hostility acquisition,and pointed out that regulatory institutions strictly implementation information disclosure rules of regulatory guidelines,severe combat hostility acquisition both illegal violations of behavior,And broaden the investor complaint channels,which can build a stable and dynamic stock market.