A Study On The Legal Problems Of Anti - Takeover Measures Of Listed Companies

With the completion of the reform of non-tradable shares and the vigorous development of the capital markets, hostile takeovers have also occurred, and at the same time, anti-takeover measures appear. The lack of legislation on anti-takeover provisions make appropriate anti-takeover measures can not have a positive influence on the target company and its shareholders, at the same time, and can not suppress the negative effects anti-takeover brings. Considering this, the author make a systematic and comprehensive study on the theory of anti-takeover and specific anti-takeover measures, and expound legality and legitimacy of the various anti-takeover measures, then according to the status of China’s anti-takeover legislation, put forward specific legislative proposals. Article includes:The first part, starting from the take-over of listed corporations, leads to the basic meaning and classification of the anti-takeover, and theoretical basis of anti-takeover rights. And it also comprehensively analyze and discuss features and value of anti-takeover measures;The second part analyzes four kinds of advance defense strategies and four kinds of afterwards defense strategies: Poison Pill Strategy, “Shark Repellents” plan, Parachute Strategy and intersect holdings; White knight, Scorched Earth,Stock Repurchases, and Packman Defense Strategy, introduce two types of anti-takeover measures, and the definition of specific anti-takeover measures in each category, and assesse the legality under our legal background;The third part includes the status of China’s anti-takeover legislation, Missing upper law lead to anti-takeover legislation scattered blur and be lack of systematic; anti-takeover decision-making power and lack of ownership; lack of director fiduciary duties and responsibilities of the criteria system; the lack of anti-takeover measures and the operation of the provisions of the legality criteria; and relaying on it put forward some recommendations about our anti-takeover legal regulation, including: draft regulation firstly, then enact the legislation, and gradually improve the system of anti-takeover law;standardize anti-takeover measures and establish criterion of legality; regulate manager’s behavior and independent directors can play a role on management; improve resolution mechanism of anti-takeover dispute, and build justice relief system.