A Study On The Legal Regulation Of Anti-takeover Measures

Anti-takeover measures came into being in America in the middle period of 20th century, and they spread to the whole world in the later semi-century. Hostile takeover is the premise of the takeover defensive measures, and the later has the basic intention to resist the operation of hostile takeovers. Anti-takeover measures have the function to mend the negative influence of hostile takeover, and have the essence tenets to protect the benefit of share holds, which becomes the reason of engendering. At the same time, we cannot deny the negative effects when the Anti-takeover measures were abused in practice. As the spontaneity product of market, takeover defensive measures are still waiting for legal affirmation, and their two-sided effects are also the focus of the scholars' controversies.With the development of market economy and the activity of capital market in our country, takeover and anti-takeover campaigns are becoming more and more drastic. Especially with the entering to WTO and facing foreign capital swarming into our country, we should play more attention to study how to use market spontaneity power in accord with WTO regulations to resist anti-monopoly formed by foreign capital, and to prevent the national economy and the peoples' livelihood industries being purchased by foreigners. This article tries to analyze the anti-takeover systems and interrelated problems in four chapters: Chapterâ… starts from the background of the birth of the takeover defensive measures, and analyze their active effects to make the evidence of the rationality to affirm Anti-takeover measures in legal. Chapterâ…¡ points out the possibility of anti-takeover measures to be abused by managerial personnel, to provide the need of being regulated by law, and embodies the legal value in further. Chapter â…¢ investigates and compares different kinds of regulation systems by contrast. Chapter â…£ begins with the cases of takeover defensive measures in our practice and points out the lack of related regulation to prove the necessary of affirming anti-takeover measures in legal. Then, it sets up the principle of regulation of anti-takeover measures in legal. At last, it makes sure the adscription of the decision-making right in the course of takeover defenses, gives the related duties to managerial personnel, sets up information unveiling system and protects the benefits of middle and small share holds.