Listed Takeover Legal Regulation

Since the first takeover case of Chinese stock market "Bao-Yan" storm in 1993, it means that the possibility of takeover in Chinese stock market turn to reality. In the past 10 years, with the mature of stock market, the takeover of listed company has become the most important new strength. At present, with the finish of share-trading reform and the transitional stage of entering WTO, the coming age of full-circulation, the takeover of listed company will go into a new stage. To get the controlling of a listed company by hostile takeover will be more possible, and the target company meets big challenge. The problem of the anti-over of listed company becomes more and more outstanding. So, it is very necessary to build the anti-takeover legal regulation of China. But it is a pity that although the legislations on listed company takeover have some development, it still lacks the legislation on anti-takeover. This paper is aim to analyze the theories of anti-takeover and the measures of legislations in and out of China. According to the practice of anti-takeover, proposed some suggestions on the legislation of anti-takeover.This paper is composed of four chapters: The first chapter defines the concept of listed company takeover and anti-takeover with both connotation and extension, and analyzes the trait of them under the environment of full-circulation. The second chapter analyzes the value controversy of anti-takeover, and affirmed the positive significance of it. Then propose the necessary of legal regulation on anti-takeover and the value of it. The third chapter focuses on the basic principles of legal regulation of anti-takeover. On this foundation, combined with the theorems and practices of England and America, analyzes who has the rights to make anti-takeover, and the obligations of directors. The last chapter introduces some familiar anti-takeover measures abroad and analyzes the feasibility in China. Then propose how to build the anti-takeover measures system of Chinese target company.