Study On Some Legal Issues Of Corporation Anti-overtake In Current Epoch

Corporation anti-takeover is an important system built to overcome the limitation of corporation takeover. The fundamental goal of the anti-takeover is to take precautions of or to repulse the hostile purchaser. Because of the obstacle of the share–divided system itself, the anti-takeover is few in the time of share-divided. Along with the propulsive of the innovation of share-divided in china, our securities business will become to face a new setting of complete-currency, the settings of the anti-takeover appearances two important changes: firstly, the 2/3 proportion's corporative share which can't circulate in the past will become complete circulate, the share structure of the company will become more disperse, and the share portion of the large-shareholder will decline; secondly, the new <>looses the restriction of the takeover, compellent whole-order takeover becomes to whole or partly-order takeover, and partly-order takeover can through the way both of cash and share, therefore the takeover will from consultative takeover turn to order takeover or rival-price in the second share market, so that the hostile-takeover will break out in a large scale in complete-currency. At the same time, in complete-currency, the value of share is straight associate with the outstanding achievement and management of company, the desire to guardian the command-right of the large-shareholder will more strengthen, and the active of anti-takeover will more flourish.Along with the hostile-takeover and anti-takeover erupt in a large scale, china have to strengthen legislative to regulate. But it is a pity that Chinese anti-takeover legislation is so skinny that so many problems derive from anti-takeover practice haven't been settled because of lack the legislation according. The article means to through analysis of the anti-takeover theory and the anti-takeover overseas practice and domestic practice, to perspicuity some disputed theory, bringing forward some advices to built anti-takeover legal system in china.The article is composed of four chapters:The first part introduces some anti-takeover concept relatively, summarizes the anti-takeover strategy apply international, making use of the deeper disquisition.The second part analysis the rationality to built anti-takeover legal system in china, and how to balances the interest of the correlative interest persons.The third part base on the summarize of the overseas legislation, combining with the practical complexion and present legal regulations of anti-takeover in china, making some suggestions about who should be entitled with making anti-takeover decision in china, about enforce the director's obligation of target corporation, about draw"anti-monopoly law"and consummate relatively law, about built judicial relief system and so on..At last the forth part aim at the normally anti-takeover strategy in western countries and some late-model anti-takeover in china, analysising the system value and applicability of the strategy, discussing the feasibility in china and Chinese law should how to regulate these strategy, in order to these anti-takeover strategy can circulate effectively and healthily in china.