On The Legislative Regulations Of Listed Corporation's Anti-takeover In China

Equity interests distribution reform in our country has come to the last phase of the timetable. Fifty of the second-board companies have been on the list in Shenzhen Stock Exchange. The number of private enterprises in Shenzhen Stock Exchange and Shanghai Stock Exchange has reached 703. Securities Law and Company Law were revised in 2005. By modifying the Administration of the Takeover of Listed Companies Procedures, the China Securities Regulatory Commission confirmed the legality of partial offer in order to increase the payment means of takeover and provide convenience for purchasing listed companies. All of these have shown that our government encourages the optimization and restructure in capital market. Even to some extent, the state's legislative value about takeover and anti-takeover is presented. On the other hand, against the backdrop of global economic crisis, the passion for takeover is rekindled. To get out of difficulties as early as possible, countries all over the world have modified their financial and investment policies and related legal system. In order to synchronize theory with economic development, scholars seek to make a creative change in traditional capital market theory.Based on the current situation in our country, this paper borrows some successful experience of anti-takeover legislation in foreign countries and advances some suggestions for perfection of anti-takeover legal system in China.The first part is about the general study of anti-takeover. In the beginning, takeover and anti-takeover are defined in order to establish the range of this research. Next, the theoretical foundation of constructing the legal system of anti-takeover is discussed. Then the value analysis of takeover and anti-takeover is made. Finally, some common measures of anti-takeover are introduced.The second part is research and reflection of anti-takeover in Britain, the United States and Germany. In Britain, because institutional investors compose the majority of investors,30% is still the limit of compulsory offer and British legislators consider stockholders foremost, general meeting of stockholders can decide affairs relevant to anti-takeover. In the United States, takeover and anti-takeover, which are reckoned routine business behavior, are naturally the power of the management. Therefore, the board of directors plays a very important role in the American legal system of anti-takeover. While in Germany, due to the bipartite system and employers' critical role in company management, board of supervisors has the last say on anti-takeover. Afterwards, this paper reflects on the anti-takeover system in these countries. The anti-takeover system in mature market economy countries represents the features of capital market, the structure of equity interest, the tradition of legal culture and the conception of company management.The third part is the analysis of the present situation of anti-takeover legal system in our country and its problems. Some suggestions for perfection of anti-takeover legal system in our China are also advocated here. The paper holds the belief that construction of anti-takeover legal system should borrow successful experience in other countries on the basis of the situation in our country. The existence of controlling stockholders should be taken into account. In the mean time, we also need to pay attention to the fact that minority shareholders'interests are often infringed and no remedy is available. In one word, such system should start from the perfection of information disclosure system and be centered on the protection of the interests of minority shareholders and the company as a whole.