Study Of The Legal System Of Anti-takeover Decision-making Power

Who has the right of making the anti-takeover decision is one of the basic theoretical issues in the legislation of anti-takeover, which focuses on such matters as who has right to make the decision of anti-takeover and the influences on lots of issues such as collocating rights and balancing interests.At present there are two main kinds of anti-takeover decision-making power pattern. First is "the board of directors decision-making power" pattern, namely the target company's board of directors enjoys the power to take the anti-takeover measures. Another kind is "the general meeting of shareholders decision-making power" pattern, namely the anti-takeover decision-making power executes by the general meeting of shareholders, the target company's board of directors does not have the power to take the anti-takeover measures without the general meeting of shareholders agreement. Both of patterns provide profound experiences on our legislation.This article take the anti-takeover decision-making power system as a master line, has conducted the research and the comparative analysis of two patterns. Base on it, the author gives the proposals and suggestions. This article is divided into six parts logically:PrefacePart Ⅰ presents general views on takeover and anti-takeover including conception, category and the value. The author holds that it is difficult to evaluate the value of anti-takeover. And who has right to make the anti-takeover decision has very important effects on different parties.Part Ⅱ analyses three principles of the anti-takeover decision. First is the shareholder protection principle. Next is the principle of information disclosure. Finally is the principle of government limited control.Part Ⅲ introduces two patterns of the anti-takeover decision- making power and analyses the factors which effect the forming of patterns.PartlV based on the actual circumstance of China, the author puts forward some proposals and suggestions of establishing "the general meeting of shareholders decision-making power" pattern in our country.Conclusions...