An Exploration On The Legal System Of Anti-takeover Of Listed Companies After The Non-tradable Share Reform

Hampered by the non-tradable share existing in China, agreement-based acquisition played a leading role in takeovers of listed companies and hence anti-takeover appeared inactive for a long time. However, the age of anti-takeover is nearing with the deepening of non-tradable share reform and the increasing of market liquidity. Several regulations regarding anti-takeover issues have been successively promulgated and PRC Company Law and PRC Securities Law have been substantially amended lately as well, nevertheless, an anti-takeover legal system has not come into being.Based on the above understanding, the author carries out material reviewing and on-site researches to acquire a preliminary judgment on the situations of anti-takeover after the non-tradable share reform. Accordingly, the author, from a macro viewpoint, proposes the values of the anti-takeover legal system after the non-tradable share reform and then, from a micro viewpoint, combining the advanced experiences from overseas with current situation of our nation, proposes the following three suggestions to improve the said system:"attribution of decision-making rights to initiate anti-takeover","dissemination of information","judicial remedies for the disputes regarding anti-takeover and strict implementation and enforcement of regulations".In accordance with the above thought, the text is divided into the following six parts: Preamble, puts forward the issue of anti-takeover as well as the necessity and possibility of its existence in China, then introduces the research methods and conceptions; Part 1, introduces the history and defects of non-tradable share then discusses the following three material impacts on anti-takeover: making acquisition by tender offer the mainstream, providing legal basis for large-scale anti-takeover and diversifying the method of payment; Part 2, firstly points out the three big problems in current market: poor quality of listed companies, lack of credit system and weakness of enforcement of law, secondly, proposes the values of anti-takeover legal system after the non-tradable share reform, known as"Concrete protection of the minority investors"which shall be deemed as supreme principle in subsequent constructions; Part 3, discusses the attribution of decision-making rights to initiate anti-takeover and manifests that today's China, in the light of advanced experience of U.K. and U.S., shall follow the"Shareholders meeting centered model"and make proper changes according to its reality; Part 4, emphasizes the importance of dissemination of information in the anti-takeover legal system and takes the U.S., U.K. and Hong Kong as samples to draw merits and make improvements in designing the said system revolving around"Dissemination of the majority shareholders","Dissemination of the purchaser"and"Dissemination of the target company"; Part 5, affirms the same importance of"Regulations to be followed"and"Strict enforcement of regulations"and subsequently proposes that judicial remedies for the disputes regarding anti-takeover and strict implementation of regulations shall be attached equal importance. Only in this way should regulations can be fully implemented, solemnity of law be well maintained, good order of markets be established and values of anti-takeover regulations——"Concrete protection of the minority investors"be eventually realized.