A Study On The Legal Regulation Of Anti-takeover Of Listed Corporations

There are various conflicts of interest in the acquisition and anti-takeover,and the transfer of control of the company along with the entire process. The legal regulation of anti-takeover of listed corporations is an important issue.It is understood that the acquisition market is often associated with anti-takeover,the important legal act. It often contains a variety of deep-seated conflicts of interest in the anti-takeover, and requires harmonization of legislation. Moreover,countries will also from a whole height from the anti-monopoly or the entire state and social and public interest point of view of judicial intervention to use the law to regulate the target company's anti-takeover behavior, thus reducing some of the ills of the anti-takeover. During the throughout anti-takeover, the different interests of the main demands of the existence of different interests, thus, determine the various interest groups have advocated a variety of interests, surrounded by the same piece of cake and the fierce competition and the game can not be avoided interests to be coordinated, this has created the legal system has left a problem. This is ultimately a question of anti-takeover value of trade-offs, deep-seated reason for this is the starting point of different interests, which requires the interests of a coordination mechanism. In this context, to a target company,how to design their own anti-takeover strategies and measures in order to both comply with legal requirements, while maintaining the practical effect of anti-takeover; national legislation and stand up the angle from which to consider hostile takeovers and anti-takeover act, the law in the end on how to regulate corporate anti-takeover behavior, how to design a reasonable anti-takeover legal system; administrative supervision departments to regulate specific aspects in the company's acquisition and anti-takeover on how to take a reasonable size; judiciary, the legal how to grasp the one involved in the right time, how to protect the legitimacy of judicial power driving; in the whole legal regulation in the process of how the interests of various interest bodies, are fully protected, the inevitable conflicts of interest between them how to coordinate and so on, are is to study the listed company's anti-takeover system must be answered and resolved, which is the selection basis and the starting point of this paper. So, whether it is from our point of anti-takeover legislation in the blank, or lack of analysis of theoretical research, as well as in reality there is a large number of acquisitions and anti-takeover instance, the research interests of listed companies, the coordination of anti-takeover regulation and legal issues, both theoretical meaning not only of profound practical significance.On the framework of the structure and content of the paper, it was divided into five chapters. This chapter I introduced the listed company's anti-takeover meaning and value orientation, in order to lay the foundation for writing the full text of the paper in other parts of the analysis and arguments are as the basis for the logical starting point and verification. This first chapter on the structure and logic of clues, its first acquisition of a brief analysis of listed companies and anti-acquired understanding of the meaning and logic, followed by anti-takeover of listed companies to demonstrate the reasonableness of the value analysis. In theory, the existence of the anti-takeover value of the major negative that certain anti-takeover and anti-takeover value of the compromise, said that the analysis of three kinds of point of view, based on anti-takeover value of the soundness of dialectical analysis. The anti-takeover value of rationality is mainly reflected in: first, the anti-takeover system is more conducive to protecting the interests of shareholders to maximize; second, anti-takeover system is conducive to the target company to improve operating efficiency and long-term development; third, anti-takeover system is conducive to the healthy development of the market economy. Fourth, the anti-takeover system is conducive to the country's legal system and rule of law.Chapter II of the paper to a conflict of interest as a starting point to explore the anti-acquisition process of various interest groups in the relationship between the deep-seated, and the legal regulation of conflicts of interest, and further discussed the evaluation of the mechanism to resolve a conflict of interest, demonstrated anti-takeover the necessity and legal adjustments concept. The paper from"the interests of the free-maximum benefits-conflict of interest"such a logic of the anti-takeover clue that the main contradiction in the interests of the necessity. The paper from"the right focus-the right balance-the right of abuse"the logic of such a progressive way into the decision of the anti-takeover laws regulating the possibility of the emergence of the problem; from"the social resources-social costs-of social wealth"such a close description of the logical structure of the interest of the anti-takeover regulation and the law existing at the time of probability. From this analysis, starting from the legal concept of adjustment, the correct regulation of listed companies has a legal system, anti-takeover guiding role. Depth analysis of the legal regulation of listed companies with a rationale for its decision to acquire the country's legal system and anti-takeover of the formulation and implementation of the effectiveness of the relationship between the legal regulation of listed companies under the anti-takeover market, the healthy operation and development. Anti-takeover of listed companies of legal regulation is to adjust the anti-takeover law in the specific application, while the legal adjustments concept herein expressed as to the legal value of the ultimate pursuit and expression.Chapter III of the paper, in-depth analysis of the types of anti-takeover measures and the specific form of expression, followed by pairs of anti-takeover measures demonstrate the legitimacy of legitimacy as well as in China and the specific systems integration and application of assessment. In light of China's listed company's anti-takeover legislation on anti-takeover measures to determine the legality of the standard there is no direct provision to the practice of anti-takeover has brought a certain amount of confusion and problems of objective conditions, it is necessary for specific anti-takeover measures in China's legal carry out a demonstration. The assessment of legality of anti-takeover measures, first is from an anti-takeover measures in themselves can be analyzed in terms of objective fitness, primarily to consider the anti-takeover measures could not for the company and its shareholders and other stakeholders of the main belt to proper values, as well as the anti-takeover measures is possible for a country's existing legal system to accept. As a result, a variety of specific anti-takeover measures can be applied in our country, whether to integrate them into our country's specific national conditions, as well as its own for how the objective value were analyzed.Chapter IV of the paper, through the anti-takeover measures standards of judicial review, inspection, discusses the anti-takeover rules of judicial review of specific options, explored the standard of review China's anti-takeover laws and judicial intervention integration. During the anti-takeover of listed companies, the judicial standard of review is the Court of directors of listed companies in a breach of duty of loyalty and diligence obligations of a criterion, because the judicial standard of review reflects the judiciary's value judgments. The listed companies to explore in-depth review of anti-takeover measures and review standards of judicial intervention at the same time, further demonstrate to seek judicial intervention is anti-takeover in the target company in the fierce battle for control of the company are likely to adopt a strategy. The same time, improper judicial intervention would have a negative effect of the act itself, resulting in a waste of legal resources and the main interests of the relevant damage. As a result, further analysis demonstrated the moderate nature of judicial intervention and judicial power to intervene is limited, when the judicial intervention in acts of anti-takeover of listed companies, we should adopt the way, and judicial intervention should be guided by the legal standard of review, based on the analysis in the above proposed standard of review in our anti-takeover laws and judicial intervention in the idea of integration.Chapter V of the paper, in the comparative study, based on the foreign anti-takeover legislation through the examination of patterns as well as the judicial practice of China's anti-takeover empirical analysis on China's legislation on anti-takeover laws regulating the status and defects are described and reflection, finally proposed the listed companies in China anti-takeover laws regulating the selection and comprehensive proposal. Through practice and legislative analysis of our company's anti-takeover regulation, we can see that China's anti-takeover measures are not sufficiently clear the existence of specific, standardized, and anti-takeover directors and controlling shareholders in the absence of fiduciary duty, lack of judicial relief against the acquisition, civil suit for compensation mechanism of vacancy and other issues. And then analyze the reasoning of the listed companies in China anti-takeover laws regulating the ideas and suggestions: china's anti-takeover regulation to establish the effectiveness of the guiding ideology with; departure from the company's social responsibility, focusing on coordination of interests, and strengthen anti-takeover of the right to set up and security; establish a sound system of anti-takeover laws and regulations, establish a unified corporate takeover law, into the anti-takeover, commanding the overall situation; clear objective of the company's anti-takeover mode and the right to decide the specific attribution, and earnestly safeguard the interests of small shareholders, a clear protection of the rights of shareholders of the target companies - small and medium priority to the protection of shareholders; clear management of the company's anti-business restrictions on acquisition rules; regulate administrative supervision of China's anti-takeover to make it more effective, transparent and appropriate; perfect anti-takeover judicial relief system, and actively promote judicial intervention and so on.The starting of writing ideas and logic clues of this paper,anti-takeover of listed companies involved in multi-legal system of the main conflict of interest as the starting point to the relevant anti-takeover theory of value judgments based on the acquisition of listed companies against the legal regulation to analyzed and discussed. This compliance questions, analyze problems, to solve the problem of logical structure, first define the system of anti-takeover values and theory, evaluation mechanisms and laws of the interests of the concept of adjustment, and further analysis of the legality of anti-takeover measures and its anti-takeover The judicial review standard for judicial intervention and anti-acquisition integration of building a theoretical foundation, In turn examined the world model of anti-takeover legislation and the practice of China's anti-takeover conduct an empirical analysis, which further expand China's anti-takeover related legislation criticism and reflection. The paper, finally, put forward China's anti-takeover law the improvement of the proposed regulation, on the basis of the interests'coordination.