Legal Regulations On Corporate Anti-takeover

With the successful shareholding division and the law of takeover of listed companies ,in the securities market of our country, acompanied with the decreas of cost of company acquisitions ,there will be a lot of hostile takeover.At present, in the securities market of developed country had established a relatively complete system of laws and regulations. Anti-takeover .But our country in this aspect of legislation is almost blank. The stakeholder's interests cannot effectively protect . Therefore, based on the analysis of the relevant legal norms and practices abroad and the listed companies in China, Author give the improvement Suggestions. This text is divided into the following four parts:The first part is the comparative analysis and reference. The company mainly introduced in part on anti-takeover laws and regulations with the successful experiences in Britain and the United States legislation theory and the judicial practice. Firstly introduces the market for corporate control theory and stakeholder theory of company of anti-takeover against and support, Secondly, by analyzing and comparing the two countries of Anglo-American respectively, and obtain anti-takeover "mode" there is no good or bad results.The second part: mainly introduces some common anti-takeover measures of Anglo-American countries and the legitimacy of judgment standard. In this part, and emphatically introduces the controlling shareholder in the company directors of fiduciary obligations, the validity and discussed in Britain in the case law "business judgment rules", "justice" and "justified target standard standard".The third part : mainly introduces and reviews the current laws and regulations related to the company and the acquirer anti-takeover practice. Chinese laws. To find the drawback of China legal framework ,aufhor will discussed preliminarily foreign common anti-takeover measures and implementation in China. The fourth part: according to above anti-takeover laws and regulations, the problems in this part of the perfect puts forward concrete Suggestions and ideas. The validity of the power from the legitimacy of choice, anti-takeover measures ,controlling shareholders or directors, and the legislative system construction of duty in five aspects, puts forward some Suggestions.Because this length limitation and anti-takeover under the research significance, this paper discussed in the decision of the target company acquisitions and validity are commonly listed company, without any special instructions, this is the regulation of anti-takeover act listed companies.