Research On On The Anti-takeover Of Target Company And The Related Governmental Regulative Mechanism

M&A of enterprises is a natural product of the development of the commodity economy. As an important means in the concentration of capital, M&A made an indelible contribution to the development of capitalist modernization of industries. Since the end of 19^th century, the major western economies have gone through five waves of M&A of enterprises. M&A in China started relatively late, when Baoding Hydraulic Parts Factory merged Baoding Diesel Engine Factory in Hebei province in 1984. Takeover and anti-takeover of the companies began from the "Bao-Yan Event" occurred in the September of 1993.With the increasing scale and frequency of M&A of enterprises since the middle of 1970s, takeover and anti-takeover has become one of the most active research fields among Economics and Management all around the world. Domestically speaking, The Share Splitting Reform has brought about considerable changes in the M&A environment of the listed companies. As a result, anti-takeover of target companies and the related governmental regulative mechanisms will surely become the key issues in the M&A study. The study of them will help to perfect the theoretical system of M&A and anti-takeover as well as make up the deficiency in the study of governmental regulative mechanisms within China. The study also has great practical significance in enhancing the effective working of Internal Governance Mechanism of the target company which provides better interests for the shareholders and the company. It can also help the securities investors to form reasonable expectations concerning takeover and anti-takeover. Furthermore, it helps to regulate the anti-takeover measures of the target company by setting down the related rules.Based on the international and domestic existing research results concerning the takeover and anti-takeover of enterprises, focusing on the topic of anti-takeover of Target Company and related governmental regulative mechanism, taking the Chinese reality into account and using related principles in Microeconomics, the New System Economics, game theory, the information economics and Principal-agent theory, this paper gives fist an account of the historical background and significance of the topic before it goes to the conceptions of takeover and anti-takeover, the motives and the theoretical debates in anti-takeover. The paper studies thoroughly and then classifies the anti-takeover measures of the target companies in British and America where the capital markets are relatively more mature. Through detailed analysis of the "Poison pill ", the effective and disputed anti-takeover defense measure, the paper constructs an anti-takeover defense system for Chinese target companies from four dimensions.