| Takeover may cause the directors of the target company lose their jobs, this give them massive pressure, so it is possible for them to take measures to prohibit the result of being takeovered. But, when the directors can't manage the company .well, the shareholders have the rights to drop out from the company or change the directors by means of selling their stock. When takeover takes place, who have the right to decide to take measures of anti-takeover? The directors? Or the shareholds? There are different views on this. Some think the shareholders have the decision rights, because they are the owners of the company .of course they can decide the fete of the company. Others think anti-takeover belongs to business judgement, so the directors have the decision right for the benefit of the company. Many countries have established the legislation system of anti-takeover, there are two main modes. One is the mode of the United Kingdom; the other is the mode of United States of America. However, although there are many cases of anti-takeover in practice of china, we can't find any regulation in law. With the development of security market, the legislation of anti-takeover is necessary. This essay analyzes the value of anti-takeover, the legislative mode of different countries and proposes some legislative suggestions in expectation of improving china's legislative system in the area of anti-takeover.This essay is divided into four parts, about 30.000 words. Part I, defining the concept of takeover and anti-takeover, introducing and analyzing some anti-takeover measures. This essay mainly researching anti-takeover to the hostile takeover of the listed company.Part II ,making a list of views on anti-takeover, and analyzing the value, also bringing up the view of this essay.Part III,analyzing different countries' legislative modes.Part IV, how to establish our china's legislative mode of anti-takeover. Some suggestions are proposed in expectation of improving china's anti-takeover legislation. |
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