Study On Ascription Of Deciding Power Of Anti-takeover Of Chinese Listing Company

With the development of the security market, listed corporation's acquisition and anti-acquisition take place regularly, which, in some circumstances, imposed much more on the market and aroused the shocking reaction. However, Corporation Law and Security Law do not act on restrictions for the anti-acquisition conduct in our country, which to some degree reinforces the disorder of the anti-acquisition conduct.。Acquiring regulations for listed company enacted by CSRC also have some passitive defects. By research into overseas legislations concerning takeover and takeover defence, and based on our country's present situation, the dissertation makes a relatively objective evaluation of takeover defence and puts forward some suggestions on how to perfect the policy-making right in takeover defense and management level duty system of our country's objective company. This article highlights on the offsea listed corporations anti-acquisition system, with vivid introduction and contrast to provide a perfect anti-aquistion system clue for our legal networks.The dissertation consists of three parts: The first part defines the concept of takeover and anti-takeover, introduces and analyzes some anti-takeover measures. two theoretical views on the belonging of anti-acquisition decision rights. There is a controversial focus, namely whether the management of company have the anti-acquisition decision rights. It is the purpose of debate to realise better the legislation how to control efficiently the management of company more perfectly, and to service for company preferably. And then the writer gives some deep analysis on the anti-aqusition theories of listed company. And the writer discusses the evolution and theoretic basis of takeover defense actions. The writer analyses how the theories of corporation control rights market, interests relaters and vorporate personality affect the legal regulation of takeover defense actions. The writer studies the marketing concept of the commanding power of the company involving in the anti-acquisition and the concept of the power belonging of the anti-acquisition. The writer believes that the theory of the social responsibilities of the company extends the limitation of the anti-acquisition measures taken by the management of the target corporation. It should be pointed out that whether the management of the target corporation takes a positive or negative role in the defending should not be lumped together. A balance between the freedom and the necessary limitation should be achieved during the legislation of the corporation law, that is, while protecting the legal defending, we should prevent the abuse of the defending measures thus ensure the legal interests of the target corporation, the purchaser and other related parts.The second part, the comparison of two countries'legislations models. As the U.K and the U.S.A, which are the most active places of takeover and takeover defense in the world, have the most perfect relevant systems, decrees and regulations which can well afford to be exemplified by other countries, the dissertation introduces in great length and detail the development of the systems of takeover and takeover defense in these countries that we can make use of. The writer, from the angles of different focus on director s duties in Common law, explains the difference between the two legislations models over takeover defense and raises two standpoints.The third part, on the basis of the second, firstly in them macro-angle introduces the anti-aqusition systems of Britain, America as well as Europe coutries, and then makes a sharp contrast of legal status in our country, lastly, demonstrates the legislative defects of our corporation law, and makes discussion on targeted the decision rights of anti-aquistion company's ownerships and patern options. This part consists of three sections: Firstly, choosing legislation model of China .The writer suggests that we should follow the American model in our legislation of takeover defense, however, to avoid the objective company's management level's abuse of rights as a result of over liberal control to takeover defense in American model, The writer advances the other point that eventually fulfilling the goal of reconciling contradictions between the objective company's management levels and other parties by strengthening legislation about the duty of good faith of the management levels prevent the level's abusing rights in takeover defense. It can provide a chance for bargaining to protect the interests of share holders, can in take competitive mechanism for the asset restructuring of the target corporations, and can help assess whether it is justifiable to restructure the asset of the target corporation. Secondly, the anti-aquisition policy. If proper measures are not taken, the anti-takeover action may lead to illconsequences, such as the facts that the runners of the target corporations may abuse their power, that the action will cause the waste of social resources, and that it may weaken the supervising function of takeover system. Due to the above mentioned factors, the economically developed countries of the west have all enforce some legal a concerning anti-takeover. Thirdly how to improve our China's legislative mode of anti-takeover .Experiences at home and abroad show that improving the structure can bring about enhancing effectively corporate competitiveness in market and that the establishment and perfection of management level's duty system, which represents modern company's right of management are of great significance. In these days, many overseas great corporations have begun to step into incorporating and purchasing Chinese companies that is, however, often in a passive position in this situation. Our company's management level's qualities are relative poor in profession and moral as well. Not only does the company have to cope with the external pressure of takeover, but it has to avoid violating its interests by internal persons. These questions should arouse wide attention from theoretical as well as legal circles. It is necessary to endeavor to set up and perfect the legal systems about takeover and takeover defense in s short period of time. By introducing suggestions over establishing the decision-making model against takeover in our country and the management level's duty system in takeover defense, the author hopes that others may come up with valuable opinions. At the last, the writer combines the concrete content and gives suggestions on the anti-aquistion legislative perfection in our country: Our legislation should ensure right that shareholders of target corporations freely transfer stock; ensure that shareholders of target corporations own detail right of takeover information of corporation; admit that management personnel of target corporation look for anti-takeover action of takeover competitors in facing takeover; guarantee that management personnel of target corporations undertake trust obligation for shareholders of target corporation at anti-takeover action. For realizing that decision right of anti-takeover is transferred from shareholder meeting to director meeting, our legislation must strengthen attention obligation of director.