A Study Of The Operators Anti-takeover Actions In Target Corporrations

Once the listed corporations takeover actions, it will inevitably cause takeover defenses, that is, the anti-takeover actions of listed corporations. Generally, the operators of anti-takeover actions in the target corporation are the administrative people on management level in the target corporation. The problem whether the administrative level of target corporations has the right to take anti-takeover actions or not is controversial in theory. The author think that the administrative level of target corporation should have the right to adopt concrete anti-takeover actions, while, their decision-making right should be granted to the shareholder meetings, namely, it is appropriate to adopt British model - decision made by shareholder meetings. Because the ownership and management are highly separated in modern corporations, the inherent power of corporation administrative level is pretty influential. Moreover, when the corporation is facing the threat of being taken over, the administrative level is in the fierce beneficial conflict with shareholders. Hence, the anti-takeover actions of the target corporation administrative level must be regulated by law. In our country, the listed corporation anti-takeover legislation is still nonexistence, so setting up anti-takeover regulations is the most pressing matter of the moment.The author think that in our country the regulations to anti-takeover actions of target corporation should follow the principle which is to protect the benefit of share holders and prevent the administrative level abusing power. In the legislation, we muststrengthen and perfect the stipulation the administrative level is duty of duty of attention and duty of good faith to the corporation, building up the system of judicial remedies to assure the administrative level taking their obligations, and grant the shareholders class action shareholder direct suit and derivative suit. Meanwhile, the legislation must define the regulation to limit the target corporation administrative staffs anti-takeover actions and clearly limit some ant-takeover actions which they can not adopt, then design new effective encourage mechanism for the corporation administrative level, so as to reduce the resistance of the target corporation administrative level in anti-takeover actions and prevent their corrupt dealings and the tendency of short-term existence.