Legal Regulations On Listed Companies Anti-Takeover In China

In 2006, there were two big issues in China's securities market: one was the successful shareholding division, which solved thoroughly the historical problem of full circulation of shareholdings; the other was the taking effect of the new Company Law and Securities Law. According to the new Company Law and Securities Law, the China Securities Regulatory Commission released the new Regulatory Bylaws for takeover of Listed Companies, which encourages the takeover of listed companies and diversifies takeover's methods and reduces takeover's cost. Hostile takeovers from home and abroad will truly show up on the platform of China securities market, therefore, it is necessary to perfect our country's legal regulations on takeover of listed companies as soon as possible.This paper, based on the newest changes on the market and laws and considering the problems in takeover lawmaking and practice, demonstrates the legal regulations of anti-takeover and makes relevant concrete suggestions.In accordance to the reality of our country's comparative convergence of shareholdings and the argumentation of the comparative convergence being in favor of the stability and development of the capital market, this paper specifies the legislative policy of takeover and regulates that the distribution of anti-takeover legislative right should be propitious to the protection of the interests of the companies and shareholders. In addition, this paper perfects the system and its concrete contents of takeover and establishes the legal standard of takeover with detailed prescriptions for easy operations, which are instructive to our country's anti-takeover of listed companies.Chapter one mainly introduces the newest changes of our country's legal regulation on anti-takeover and the problems resulting from realities in order to bring forward the topic of this paper– perfection of our county's legal regulation on anti-takeover of listed companies as soon as possible.Chapter two is the introduction of the basic theories of anti-takeover legal regulation. This chapter mainly introduces the anti-takeover related concepts and types of anti-takeover measures and attaches much importance on the narration of the theory of company control of market and the influence on anti-takeover legal regulation by company social responsibilities theory. In the end, the chapter summarizes the inner value foundation of anti-takeover legal regulation.Chapter three is the reference and analysis from the angle of comparative laws. This chapter introduces the situations in UK and US which have the successful experience on anti-takeover legal regulation and the newly-reform situation in France that reflects EU's newest trends.Then the chapter tries to show up some valuable regulations through the analysis of anti-takeover systems of various countries, for example, the analysis of the distribution of legislation right on anti-takeover, the value analysis of the restriction on board's decision-making. This chapter also tries to solve the problems in China's legislation and practice through the comparative analysis of overseas case laws. In the end, the chapter concludes that no matter what modes are, the best mode is that adapt to our country's situations.Chapter four is the consideration of perfection of our country's anti-takeover legal regulation on listed companies. Firstly, this chapter analyses the legal standard of anti-takeover measures and reconsiders our country's legislation with the reference of American anti-takeover measures in order to find the feasibility to adopt American anti-takeover measures in China. Secondly, this chapter gives macro legislative suggestions, which focuses on the strengthening of anti-monopoly and takeover legislative development, perfection of the whole anti-takeover system and detailed prescription on concrete contents. Thirdly, this chapter makes some concrete suggestions under the construction of the above macro suggestions.At length, this paper draws conclusion and summarizes the legislative policies of and suggestions to the perfection of and our country's legal regulation on anti-takeover.