A Study Of The Legal Problems Concerning Anti-takeover Actions Of Listed Corporations

Listed corporation anti-takeover is an important system built VS. listed corporation takeover, which aims at helping those target corporations to defend themselves or even defeat takeover actions, especially hostile takeover actions. It characterized in its confrontation feature, multisubject, securitized object and intentionally clearness. Listed corporation anti-takeover tactics can be devided into judicial remedies, corporation management tactics and stock transact tactics. The main purpose of anti-takeover system is to conquer the possible illconsequences of listed corporation takeover, such as market order being destroyed, the interests of shareholders being jeopardized, and the intention of the target corporation runners being distracted, etc. It can provide a chance for bargaining to protect the interests of shareholders, can intake competitive mechanism for the asset restructuring of the target corporations, and can help assess whether it is justifiable to restructuring the asset of the target corporation. If proper measures are not taken, The anti-takeover action may lead to illconsequences, such as the facts that the runners of the target corporations may abuse their power, that the action will cause the waste of social resources, and that it may weaken the supervising function of takeover system. Due to the above mentioned factors, the economically developed countries of the west have all enforce some legal act concerning anti-takeover. Taking the aoyan Incident"and other anti-takeover cases as examples, I point out the - pfOblems e~dsting -in - present Chinwarer I) There is disorder- in takeover and anti-takeover practice; 2) There is blank in legalization of listed corporation anti-takeover. So, there is an urgent need in China to establish an anti-takeover law system. I think the anti-takeover law of the listed corporation should be oriented towards protecting the interests of shareholders and to optimizing the resource allocation, observing the principle of keeping a balance between free anti-takeover actions and restricted ones. As far as who have the right to decide anti-takeover action is concerned, I suggest the British model should be followed, that is the shareholder conference posses the right to make decisions, because it is positive to protect the interests of shareholders, and can reinforce supervising over the target corporation runners. As to specifies tactics of the anti-takeover, the target corporations can be allowed to use Poison Pill, Shark Repellant, Golden Parachute, Employee Stock Ownership Plan, Share Repurchase, White Knight, Pacman Defence.