Legal Research On The Examination Of Anti-takeover Measures

With the development of market economy and capital market activities, battles of acquisition and anti-takeover between companies have been intensifying. Acquisitions, as effective ways of external oversight can optimize the allocation of resources and management, and anti-acquisition can remedy the negative effects of acquisition, so both acquisitions and anti-takeovers need to be harnessed by the law in capital market. This dissertation tries to explore the establishment of examinations on anti-takeover measures and the construction of the system.This paper starts with the concept and the basic form of anti-takeover, proposes the content, subject and purpose of legal examinations of anti-takeover measures. The purpose of legal examinations of anti-takeover measures is to maintain order in mergers and acquisitions, to ensure the economic and legal benefits, to normalize acts of people who carry out anti-takeover measures, to protect the interests of others related to the target companies.The separation of ownership and management in company makes conflicts between the trend of shareholders to transfer shares to premium and the tendency of management to prevent control. And it is a problem that there is information asymmetry in main groups in the company. Those are the basic theories. In the point of legal regulation theories and the main interest groups of the target company, this dissertation presents the foundation of the examination of anti-takeover measures.Laws of acquisition and anti-takeover in U.S. are earlier and better, boards have the rights to decide, while the United Kingdom, Germany and the EU limits the board's the rights of anti-takeover decision-making, the relevant aspects of international legislation can bring enlightenment for China. This dissertation also discusses "Company Law", "Administration of Takeover of Listed Companies", tells the shortcomings in relevant areas.Finally, this paper gives suggestions of the legality of Chinese laws in anti-takeover measures. It presents a specific construction in the principles of legitimacy that the target company's anti-takeover measures should follow, the ways in which the examination is proposed and the examination rules.