| As the takeover market emerges, the target company's anti-takeover behavior is taking place continuously, in this commercial war, the old benefit pattern had been broken, but the new benefit pattern has not yet been formed, it is difficult to avoid the conflicts of interest among various objects of right. In these conflicts of interest, because the minority shareholders are at the weak trend position, their rights and interests are often neglected with ignore, the minority shareholder often becomes the takeover and the anti-takeover process stander-by and the passive receiver in the result of anti-takeover process. Quite are many in our country related takeover and the anti-takeover discussion, the concerned minority shareholder rights and interests protection research are also many, but the discussion of the minority shareholder rights and interests protection are quite few in the Anti-takeover in target company's.This article consists of four parts besides a preface and conclusion. The first part introduces the concept of corporate Anti-takeover,minority shareholders and majority shareholders, the common Antitakeover measures classification ,the Anti-takeover existence value, and has carried on the analysis to the minority shareholder rights and interests protection necessity.The second part inspects Britain's and America's protected measures in the anti-takeover, and have obtained the anti-takeover decision-making power ownership is the core question in the anti-takeover. Our country was suit to use the England general meeting of shareholders pattern.The third part mainly describes the common anti-takeover measures, mainly includes:the defensive measure and the Counter-attack measure, and has analyzed it's influence and suitable space in our country.The fourth part mainly analyzes the present legislation and it's insufficiency, hoping that the minority shareholder rights and interests should become the guiding ideology in the anti-takeover legislation.
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