Case Analysis Of Anti-takeover Of Vanke

Anti-takeover is not a new proposition,there is a full set of anti-takeover provisions as well as the corresponding legal support,in foreign countries,and related research has also been very rich and in-depth.Since the Full Circulation Reform for Listed Companies,in China we have gradually started to discuss the issues related to anti-takeover.However,it has not caused enough attention of the listed companies and regulatory authorities that our anti-takeover mechanism is incomplete.For our listed companies,Vanke equity battle reflects that the awareness of anti-takeover is weak,the measures of anti-takeover are inefficient and the lack of anti-takeover mechanism.It is necessary to propose applicable anti-takeover measures for listed companies,and construct the anti-takeover legal system which is urgently needed in China's capital market.This paper aims at the anti-takeover of Vanke,it analyzes the reason why Vanke become the target of the mergers and acquisitions,the motivations of Vanke's anti-takeover and the motivations of the acquirers,and analyzes the pre-defensive strategy of Vanke(Articles of incorporation,Equity incentive system)and defense strategy(Economic means,Legal means,Public opinion means).The anti-takeover case of Vanke is typical and representative,this case probably will promote the anti-takeover mechanism sound and perfect of our country.First of all,this case occurs after the rapid rise of insurance capital and the crazy banner acquisition of the blue chips.Thanks to the full circulation,China's capital market become increasingly complex and mature,decentralized and profitable listed companies are facing with the higher possibility of hostile takeover.Secondly,this case has taken six typical anti-takeover measures,including the Articles of Association,the Equity Incentive Scheme,the Share Repurchase,the White Knight,the Legal Litigation and the Public Opinion Guidance,which have been ineffective.This partly reflects the present situation of China's capital market.Finally,through this case we can see that anti-takeover has its legitimacy and necessity,but China lacks the corresponding system design to protect or limit the related anti-takeover behavior.In view of the above problems reflected in this case,it is caused by both subjective and objective reasons,this paper gives the relevant answers: On the one hand,proposing applicable anti-takeover strategy under the current legal framework of China,in addition to Vanke's applications there are Staggered Boards,Employee Director,Cross-shareholding and Parachute Plan,the most important thing is to establish a reasonable ownership structure.On the other hand,proposing relevant recommendations to build our anti-takeover mechanism,including the establishment of the principles of anti-takeover legal system(Shareholders equity,maximizing the interests of shareholders,information disclosure and social responsibility),clarifying the ownership of the anti-takeover decision-making power(the mode of the shareholders decision),clarifying the rights and obligations of the board,developing the standards of the anti-takeover measures,developing the information disclosure system of anti-takeover,improving the independent director system and the judicial relief system.