Legal Supervision On Anti-takeover Of Listed Companies

Listed company anti-takeover has close relationships to listed company takeover, it's the result of the development of the takeover of listed companies. Therefore regulate anti-takeover of listed companies in-depth and systematic is necessary and realistic. Target companies have taken all kinds of anti-takeover measures in order to prevent or deter take-over actions. But whether these measures are legal or reasonable, three is no thorough and systematic countmeasure in the field of legal practice and theory.Because the lag of law, many irrational anti-takeover actions lack of supervision, which has damaged the interests of the company and shareholders and affected the healthy development of securities market. Therefore supervise on anti-takeover of listed companies in-depth and systematic is necessary and realistic.The article prooves the rationality of anti-takeover from both the theoretical and practical point of view in the first place.Then illustrates that anti-takeover need to be regulated because it has negative effects,and illustrates the benefits of the legal supervision, describes the foreign legislation and analyse which are good for china. Finally The article points out we have questions, then propose:It's necessary to Strengthen the legislation system of anti-takeover and perfect the regulation on anti-takeover. Legislators'attitude on anti-takeover should be neutral,should acknowledge that anti-takeover is reasonable and the target companies have right to take anti-takeover. At the same time restrict it by Business judgement rule and fiduciary duty,and take the Judicial Review as the last regulation mechanism to play a role of legal supervision.Although article in research legal science question, but has not limited to the legal science domain, but has widely involved discipline and so on Legal science, Ecnomics science knowledge, and synthesized has utilized the standard research, the economic study and the comparison research and so on many kinds of research techniques, have conducted the comprehensive system's research and the analysis to listing company anti-takeover.The innovation of article is not limited on choosing the decision-making mode of anti-takeover,but establish oueselves decision-making mode on the basis of level of development of Securities market and so on. Meanwhile, perfect the legal supervision system from both the procedural and substantive.