Reflection And Reconstruction Of The Legislation Mode Of Anti-Acquisition Resolution Mechanism Of Listed Companies In China

China's stock market is affected by economic globalizatior,the optimized investment environment and the expanded Internet platform make the industrial structure more flexible,the takeover of an attempt to gain control of the Target Corp by a strong stake is increasing.In March 17,2017 the Shenzhen subway to accept Hengda 14.07%Voting Rights Commission,Vanke board to defend the rights of control,for more than a year of Vanke treasure to a power struggle finally ushered in the finale,the anti takeover legislation involved too much academic attention.The legislative mode of anti takeover resolution mechanism is the key to the legislation of anti takeover legislation,China has changed from the original Principle prohibited to the resolution model of the general meeting of shareholders,But with the freedom and openness of the investment market,this model can not meet the current market demand of high speed circulation in our country.In order to promote the long-term stable development of China's securities market,and make clear the reasonable choice of the legislative mode of anti takeover mechanism and perfection of the corresponding system,this article will launch a series of studies.The gradual separation of the ownership of shareholders and the management of directors in the internal governance structure of listed companies,and the conflicts and conflicts between the interest groups of Target Corp,in order to solve the problems of unclear ownership,imperfect supervision and backward system in the anti takeover mechanism.This paper takes the anti takeover resolution mechanism of listed companies as the breakthrough point,and adopts a variety of analysis methods to explore the mode choice and system establishment under the mechanism:First of all,the basic concepts and significance of the acquisition and anti takeover are introduced,and the basic concepts and theoretical significance of the anti takeover resolution mechanism and their practical significance are echoed.There are three different theories in the theoretical circle:the resolution model of the general meeting of shareholders,the resolution model of the board of directors and the eclectic model,it provides reference for the legislative choice of the anti takeover resolution model.A classic case of Vanke events use the current stock market into the combination of foreign Chinese take these three legislative models compared the country to find the characteristics and advantages of various models,Combined with our case description and analysis,we reflect on the shortcomings of China's anti takeover legislation and pave the way for the following.This paper summarizes the advantages and disadvantages of the legislative model selection of the anti takeover resolutions of foreign listed companies,and follows the basic principles of the choice of legislation mode in the anti takeover resolution mechanism,One by one,the system regulation of the legislative model of the anti takeover resolution mechanism was reconstructed,and finally,based on China's national conditions and capital market development requirements,the paper established the restrictive board resolution model as the recommendation conclusion.This article is divided into four chapters to explore the problem:The first chapter,Starting from the basic problems of the anti takeover resolution mechanism of listed companies,this paper introduces the basic concepts of takeover and anti takeover at the beginning of the article.Then,the introduction of the basic concept of the anti takeover resolution mechanism,and through theoretical significance,practical significance of the two aspects of the analysis of the necessity of the establishment of the anti takeover resolution mechanism,for the following anti takeover legislative model choice to pave the way.The second chapter,the listed company anti-takeover resolution mechanism for comparative study of legislative model.This chapter first discusses the resolution of shareholders say,Board resolutions and compromise theory interpretation,combined with foreign capital developed and adopted the three legislative resolution mode on behalf of the State of analysis,summarized their respective characteristics and institutional strengths,helping China's faster solutions anti-takeover resolution mechanisms exist in the issue and the legislative mode selection.The third chapter,In view of the listed companies in China,this paper analyzes the problems existing in the legislative model of anti takeover resolution mechanism,and makes an empirical analysis by comparing with the foreign legislation regulation,and combining with China's current anti takeover cases.Find out the power conflict between the legislative model and the practice of China's current anti takeover resolution mechanism,and analyze the main problems caused by the conflict,pave the way for the following.The fourth chapter,China's anti takeover decision mechanism of legislative mode of re construction,summed up the anti takeover foreign advanced experience,analysis of commonness and characteristics of anti takeover decision mechanism of legislative mode,clarify the urgency of China's securities market on the resolution of the board of directors mode of demand.Summarize the basic principles of the choice of the legislative model of the anti takeover resolution mechanism,reconstruct the establishment of the relevant anti takeover resolution mechanism system,and improve the rational regulation of the anti takeover legislation in China's securities market.