Legal Research On Anti-takeover Decision-making Of Listed Companies

Anti-takeover decision making system is the key to legal supervision of anti-takeover, which gets involved in two issues influencing right assignment and balance of interests . First, who have the right of anti-takeover decision; second, how to exert their right.In the countries of England and America legal system, there are two kind of right assignment model of anti-takeover decision. First, board decision making model, which board of target company have strong right of decision making; second , general meeting of shareholders decision making model, which general meeting of shareholders target company have strong right of decision making, and if shareholders don't agree with exert anti-takeover protective measures, board of directors can't do anything. In the countries of mainland legal system, Anti-takeover decision making system like England represented by European union and its members is kind to our country. Both kind of patterns provide profound experience on our legislation.This article take the anti-takeover decision-making power system as a master line, has conducted the research and the comparative analysis of two patterns. Base on it, the author gives the proposals and suggestions. Based on the actual legislation circumstance of China, the author puts forward some proposals and suggestions of establishing "the general meeting of shareholders decision-making power" pattern in our country. To ensure decision of the general meeting of shareholders equitable and justice, it's indispensable to improve related system. Because board of directors are easy to abuse their power with management experience, profession, and information advantage, we should limit their power and give their advisable right in the course of anti-takeover.