Research On The Legal Problems Of Anti - Takeover Of Target Company

With the concept of free economy continues to mature, the accelerated pace of economic globalization, mergers and acquisitions have become a prominent feature and massive engine of current world economic development. The other hand, anti-takeover as target corporation’s arms that respond to hostile takeover is also increasingly being used up. Acquisitions and takeover war is simmering. However, company acquisitions and takeover is bound to create a conflict of interest, the interest of investors, on the order of the securities market, as well as the governance of corporations, which have the most significant impact. Therefore, company acquisitions and anti-takeover must be to include within the scope of legal regulations in order to protect shareholder value and maintain the national economic order, better played the important role in optimizing resource allocation, economies of scale, realizing the leaping development of enterprise as well as structural adjustment of national macro-economic and so on.This article through the analysis of the basic theory of anti-takeover, the States of legal regulation status in the world and the anti-takeover practice and legal regulation status of our country, has formed following main views:First, we should focus on from macro point of view can optimization whole market of resources configuration, from micro point of view is conducive to company interests and shareholders’interests, and close combined with China’s national conditions, target corporation anti-acquisition decision-making right don’t be obsessed with which mode to be use in our country; Second, construction of anti-acquisition legal system should followed the four principles, including free and limit simultaneously principles, and protection market mechanism of capital markets principles, and information full disclosure principles, and protection interests of shareholders especially small shareholders principles; Finally, construction of our country’s anti-acquisition legal system should starting from the status of capital markets company governance, take efforts in the concrete system:first is to construct reasonable anti-takeover legal framework. Second is to clear the rights and obligations of the target company’s Board in anti-acquisition and perfect corresponding supporting measures, third is to increased small shareholders activist system. Four is to establish judicial relief system in anti-takeover field.