Anti-takeover Measures To Drive Shark Terms

Shark-repellent amendments as a takeover defensive tactic, areapproved by the shareholders' meeting. Usually these amendments areused in either the companies' articles or their by laws, including theStaggered terms, Supermajority rules, Non-economic evaluationprovisions, Fair price provisions and other rules and regulations .Theaim of setting the Shark-repellent amendments is to help the targetcompany to defense or even defeat the takeover especially the hostiletakeover. But as the defensive functions of setting the Shark-repellentamendments, these actions can also bring some negative effects, such asincreasing the takeover costs, causing the waste of social resources, andeven weaken the supervision to the management members of the targetcompany, etc.In the battles between the hostile takeover and the anti-takeover,the shareholders' interests, the companies system, and even the order ofthe capital market are all effected seriously. For this reason, the britishcountries and America have set the definite regulations to theanti-takeover behaviors of the target company, And have formed the"the board of directors decision-making power" pattern and "Generalmeeting of shareholders decision-making power" pattern. In ourcountry, as gradually deepen in the economic development and thereform and open policy, the amount of companies is increasing, the scaleof companies is increasingly large, The structure of shareholders' rightsis in change, and further the scrabble for control right of company ismore drastical. As the increasing of hostile takeover and anti-takeover,the effects are increasing in capital market, and we need to set up andperfect some related regulations. But the regulations of our country aredelayed for the development of the market.So the related regulations must be set up to prevent these results.The thesis will discuss this question with four parts.PartⅠ: The Introduction About Shark-Repellent Amendments. Thispart introduced the development course, the kinds and the characters ofthe Shark-repellent amendments. And also discussed the results ofsetting the Shark-repellent amendments.PartⅡ:The Analysis of Game Theory about Shark-RepellentAmendments. This part used the game theory to analysis the behavior of setting shark-repellent amendments in target company. Through theanalysis of game theory between the tow parts of the takeover, we cansee into the opposite interests between them, and further deepen theunderstanding and cognition about the behavior of settingshark-repellent amendments to anti-takeover in target company.PartⅢ: The Survey to The Regulations of Shark-RepellentAmendments in Foreign Countries. This part introduced theshark-repellent amendments and anti-takeover provisions in foreignlegislations, and also analysised the legislations and judicial practices ofBritain and American by comparatively. At present there are two mainkinds of anti-takeover decision-making power patterns. One is "theboard of directors decision-making power" pattern in American, anotheris "General meeting of shareholders decision-making power" pattern inBritain.PartⅣ: The Regulations and Suggestions to The Shark-RepellentAmendments in China. This part gave some suggestions about how toset shark-repellent amendments of target company in our country. Thesesuggestions include to adopt "General meeting of shareholdersdecision-making power" pattern, to set up the system of inspecting thefulfil of the directors' fiduciary duty, to regulate the behaviors of "theboard of directors" in target company, to set up the system of protectingthe interests of the minority shareholders.