Listed Companies In Social Responsibility, Anti-acquisition

The theory of corporate social responsibility has a long history, and in which the corporations are supposed not only to be responsible for the maximization of shareholders'profit, but also be responsible for the maintenance and promotion of social interests. In the several parts of this theory, the theory of stakeholder is the best developed one, which was put forward in the 80s last century. At that time the United States was experiencing the forth wave of corporation M&A .Usually, after the success of hostile takeover, the buyers would reorganize the targeted corporation , fire the workers, thus a series of social problems came out .And this made us to think about how to protect the stakeholders when the listed corporation decided to take anti-acquisition measures. According to this reality, the legislator of each state began to revise their corporation laws. The statutes ask the board of directors to consider or must consider the other constituency. The major subjects of this responsibility are workers and creditors, who are well protected under the law of Germany and Japan.Part 1 introduces the development of corporate social responsibility and its characters.Part 2 introduces the conceptions of hostile takeover, anti-takeover and their value analysis .The paper holds the opinion that both takeover and anti-takeover should be valued under specific circumstances. Since there are hostile takeovers, targeted corporations should have rights to take anti-takeover measures.Part 3 is about the theory of stakeholders. There are many profit conflicts during the process of anti-takeover .Since corporations are the key points of different stakeholders, the targeted corporation must consider the interest of stakeholders besides shareholders.Part 4 introduces the related laws in different countries such as the United States , the United Kingdom ,Germany and Japan .The paper holds that laws in the United States are affirmative, and we should learn from Germany and Japan on their protection of workers and creditors.Part 5 analyzes the related laws in China, after that the author put some legislative proposals. The paper presents the opinion that specialized articles should be written in the statute to rule the anti-takeover and protect the interest of works and creditors.