The Research On The Anti-takeover Of Chinese Listed Companies Under The Full Circulation

M&A of enterprises is a natural product of the development of the commodity economy.As an important means in the concentration of capital,M&A made an indelible contribution to the development of capitalist modernization of industries.With the increasing scale and frequency of M&A of enterprises since the middle of 1970s,takeover and anti-takeover has become one of the most active research fields among Economies and Management all around the world.Domestically speaking,With the reform of splitting stocks basically completed,China's securities market makes full circulation facing this new environment,the Share Splitting Reform has brought about considerable changes in the M&A environment of the listed companies.As a result,anti-takeover of target companies will surely become the key issues in the M&A study.The study of them will help to perfect the theoretical system of M&A.The study also has great practical significance in enhancing the effective working of Internal Governance Mechanism of the target company which provides better interests for the shareholders and the company.It can also help the securities investors to form reasonable expectations concerning takeover and anti–takeover.Furthermore,it helps to regulate the anti-takeover measures of the target company by setting down the related rules.Therefore,the full circulation in China's current economic situation in the securities market,the study of the anti-takeover problems is extremely important theoretical and practical significance.Based on the international and domestic existing research results concerning the takeover and anti-takeover of enterprises,focusing on the topic of anti-takeover of target company,taking the Chinese reality into account and using related principles in Microeconomics,game theory and principal-agent theory,this paper gives fist an account of the historical background and significance of the topic before it goes to the conceptions of takeover and anti-takeover and the motives,With a detailed analysis of this new environment of full circulation and the laws on the acquisition,further analyze hostile takeover in China's development prospects and the type of companies which are easy to takeover under the full circulation.Adopting the basic principles of the game theory,the paper analyses the effects"White knight"and"Golden parachute",to each Party in anti-takeover.The paper studies thoroughly and then classifies the anti-takeover measures of the target companies and constructs an anti-takeover defense system for Chinese target companies from five dimensions.The last but not the least,the paper studies the typical cases in anti-takeover in China from theoretical and practical points of view.Firstly,Reform of splitting stock of China brought major changes in the environment of listed companies'takeover.It eliminated the fundamental flaws which obstacles healthy development of China's capital market system,so that China's securities market has entered a full circulation times.In the full circulation condition, the main motivations of the acquisition,the way of the acquisition,the acquisition of market-oriented, the status of the two sides in the process of acquisition have changed, as well as makes a hostile takeover more active in China,through analyze the six aspects of the ownership structure of companies,financial characteristics,profitability and growth,valuation levels,industry status,industry background,that have the type of companies which are liable to takeover,companies can make their own evaluation of enterprises predicted in advance to prevent against hostile takeover.Secondly,by learning from the experience of anti-takeover measures of companies and based on current laws and regulations and future developments in China,this paper establishes a basic framework of the system of the anti-takeover measures for the target company which has five tiers of mechanisms.The first tire is root mechanism.The second tire is preventative mechanism.The third is the warning mechanism.The four tire is the reactive mechanism.The last tire is the beating-back mechanism. Finally,based on the analyses of five typical anti-takeover cases in China,it comes to a conclusion that whether the anti-takeover of the target company is successful or not depends not only on the target company can or can not effectively block the transfer of control power but also on the anti-takeover benefits or damages the enhance of the value of company and the development of the economy of a country from the perspective of social development in harmony.