Research On The Regulation Of Directors' Behavior In Anti-takeover Of Listed Companies In China

After the battle of baowan in 2016,a wave of so-called "barbarians" invaded the listed companies in China's capital market,and the anti-takeover behavior regulation of directors of listed companies became a topic of extreme concern from regulators to public investors.The success of hostile takeover means the transfer of corporate control.From the standpoint of directors,they will face the situation of losing their status and power.Therefore,there is a conflict of interest between the directors and shareholders of the listed company,especially the minority shareholders.Almost all directors have a natural tendency to erect barriers to hostile takeovers.Is adopted in this paper,based on the empirical analysis combined with literature analysis of research methods,by analyzing the typical cases of anti-takeover in China securities market,summarized our country face the threat of a hostile takeover of listed companies often use of anti-takeover measures,director in the behavior,improve the path of director anti-takeover behavior regulation,to balance the rights and responsibilities of the directors.The text of this paper consists of three parts.The first part by collating "treasure delay incident" in 1993 the typical case of anti-takeover,analysis of the implementation of anti-takeover of listed companies in China status quo and the commonly used three kinds of anti-takeover measures,respectively,set the anti-takeover clauses in the articles of association,the use of the suspension system barriers as well as to the buyer's behavior compliance review.The second part,combined with specific cases and existing legal systems,points out the legal problems in the implementation of the above three anti-takeover measures by directors of listed companies,which also reflects the inadequacy of relevant legal systems in China.The third part is based on the analysis of legal issues,combined with foreign legislation and practical experience,in view of the specific problems of the internal behavior regulation and external supervision and other aspects of the improvement recommendations.To sum up,the regulation on anti-takeover behavior of directors of listed companies is to avoid anti-takeover measures from becoming a tool for directors to seek personal gains and listed companies from being controlled by insiders on the basis of respecting the autonomy of companies.Suggestions of this paper are put forward on the basis of summarizing and analyzing the cases in China's securities market,hoping to provide some reference value for the improvement of the relevant legal system related to anti-takeover.