The Anti - Takeover Regulation Of The United States And Britain And Its Enlightenment To China

Nowadays, there are mainly two models of anti-takeover regulation, namely, the models of American and Britain. Coupled with corporate governance, particularly grounding the correlation between the development of independent director system and the anti-takeover regulation, this paper studies the deep reason of these two countries taking totally different attitudes towards the regulation of anti-takeover. American ascribes the right of deciding anti-takeover to the board of directors according to the case law and in an effort to head off shareholders’ discontent arising from the unfavorable right distribution, the proposal of increasing the proportion of independent directors is put forward by the board of directors and accepted by the shareholders finally. At the same time, the increase of independent directors changes the function of anti-takeover from firm against to negotiation which enables the director-dominated anti-takeover model to exist and develop. On the other hand, in Britain, independent director system is one of the important reasons that prompts the change of its attitude towards anti-takeover, from permit to ban and develop the shareholder-focused mandatory tender offer system. Based above discussion, we can find that American model of anti-takeover regulation is not suitable for China due to the immature independent director system, the difficulty of introduction of shark repellent articles under the current corporate governance legal framework and the unsound development of directors’ duty of loyalty and diligence. At the same time, author points out some limitation of the current anti-takeover regulation in China and proposes relevant improvement advices.