On Law Control Of The Target Company's Anti-takeover

In the United Kingdom, the United States and elsewhere, takeover is not only an important expanding means of a corporate but also an effective mechanism to reduce agency costs and improve corporate government. However, there is takeover, there is anti-takeover. For the sake of corporate control, the managers of target company often take various steps even injuring the interests of target company and its shareholders to frustrate takeover. Therefore regulating anti-takeover is an important content in many countries'takeover law. Takeover has become a new emerging force in our stock market. The company's unusual shares structure decides the anti-takeover's complication .The target company's anti-takeover might lies in tender offer, or lies in controlling share transaction and other takeover forms; On the other hand, the anti-takeover's authority maybe is managers, maybe is controlling shareholders.The 《Takeover Regulation Act of List company》, which came into operation in the end of 2002 fills up ruling margins of Corporate Law and Securities Law in regulating anti-takeover. Nonetheless, there are some loopholes in its rules.This paper, adopting the approach of comparative law, law interpretation and science of economics, reviews and analyzes all the main legal issues concerning the target company's anti-takeover and puts forward some proposals and suggestions based on the actual circumstance of PRC. The main intention is to make takeover workable and to protect the interests of vast numbers of small, non-controlling shareholders. This paper consists of six chapters.Chapter Ⅰ, Preface.ChapterⅡ,Analyzes the basic concept and defines the anti-takeover of target company in our country. Chapter Ⅲ, Summarizes the fundamental theories of regulating anti-takeover.Chapter Ⅳ, Adopting the approach of comparative law, introduces regulations of the United Kingdom and the United States to control anti-takeover.Chapter Ⅴ, Puts forward some proposals to build law control system against anti-takeover in Chinese. Chapter Ⅵ, Conclusions.