Studies On Listing Company Anti-takeover Regulations In China

Listing company anti-takeover has close relations to listing company takeover. Listing company takeover, especially hostile takeover, which is the foundation of company control market, and is useful to the improvement of corporate governance, is still limited and affords the conditions to the existence of anti-takeover .With the reform of share split-up completed in China, the share of listing company would completely float and more disperse, and there would be more cases of listing company anti-takeover and takeover.But at present there are still no systematic regulations to listing company anti-takeover, and it is difficult to regulate the actions in anti-takeover cases. This article focuses on the studies on listing company anti-takeover regulations in China, introduces the methods and legal judgment of listing company anti-takeover, and refers to the anti-takeover legislation patterns and practice in the world, and based on the concrete regulations and practice of listing company anti-takeover in China, the article provides some suggestions to listing company anti-takeover legislation in the future in China.This article contains five parts:The first part introduces the concepts and methods of listing company anti-takeover. This part gives us the definition of"listing company anti-takeover"and break up anti-takeover methods into two kinds, including preventative methods and active methods.The second part focuses on the analysis of rationalization of listing company anti-takeover. The existence of anti-takeover is based on the weak points of the hostile takeover. And listing company anti-takeover is a good supplementary to listing company anti-takeover. This part also introduces the theory of stakeholders, which can be the foundation of the existence of listing company anti-takeover.The third part makes a comparison on U.S. and Britain anti-takeover legislation patterns and draws a conclusion that there is little difference between the board choice (U.S. pattern) and shareholder choice pattern (Britain pattern) in essential. The author thinks that we should make more emphasis on protecting the interest of the company and shareholders than the selections in the patterns.The fourth part focuses on the adscription of theory and practice of listing company anti-takeover in China. The author makes analysis of the regulations related to listing company anti-takeover, and introduces some cases in China for the listing company anti-takeover legislation in the future.The last part discusses theory and practice of listing company anti-takeover in China. The author thinks that the theory of stakeholders has some fault for the listing company anti-takeover, and prefers to provide the contractual theory on company law. At last, the author affords the principles and suggestions for the listing company anti-takeover legislation in the future in China.