Listed Company's Anti-takeover Measures Regulation In The Interests Of Minority Shareholders Protection System

Listed company anti-takeover has close relations to listed company hostile takeover. With developed capital market, the U.S. and UK have matured theory of anti-takeover legislation and dozens of years of practical experience. Because the practice of takeover and anti-takeover has a short history in China, the related theory and legality building are in the process of exploration and improvement. However, the stipulations of anti-takeover in aforesaid laws are still incomplete, so that lots of difficult problems happened in the process of takeover. The essential part of anti-takeover is the implementation of measures, and the difficult problem of the implementation lies in the protection of the rights of minority shareholders. At a disadvantage of decision-making and information acquisition, the minority shareholders suffer more losses than the majority shareholders. The starting point of this paper is to study how to improve the related regulation of anti-takeover legislation, and to establish the suitable legal system according to China's actual situation, in order to protect the shareholders, especially the minority shareholders in the anti-takeover. This paper contains four parts:In the first chapter, the author introduces the concept of the anti-takeover, and describing the kinds of measures of anti-takeover. The author also discusses the foundational theory of protection of minority shareholders, and then pays more attention to relations between anti-takeover and protection of minority shareholders.In the second chapter, the author compares and analyzes the theories, regulations and measures of anti-takeover legislation patterns of UK and U.S. in order to borrow some valuable experience.In the third chapter, the author focuses on the current situation of theory and practice of listing company anti-takeover and protection of the rights of minority shareholders in China. After introducing the regulations related to listing company anti-takeover measures, decision-maker in anti-takeover measures and fiduciary duty of director, and the legitimacy of anti-takeover measures implemented in some cases in China, the author analyzes the problems in the fields above mentioned.In the fourth chapter, the author affords the principles and suggestions for the listing company anti-takeover legislation, including establishing the consummate anti-takeover legal system, clarifying the decision making model of takeover defense, strengthening the fiduciary duty of director of targeted company, in order to protect the rights of minority shareholders in China.