Hostile Takeover Of Control Of The Fight For Legal Issues Research

Hostile takeover is a special type of corporation acquisition, the buyer takeover the share of target corporation from shareholders without the cooperation of management to acquire the target corporation's control right; but the target cooperation resist with anti-takeover measures to maintain the original control structure. The essence of hostile takeover is the interest contention between the bidder and target corporation to acquire or maintain the control right. Participators mainly include the bidder, target cooperation's management and controlling shareholder, and the object is the voting share of target corporation. The survival conceal the neglect, swindle, squeeze and misappropriation of the weak minority shareholders'equity by bidder, controlling shareholder and management, utilized legal status, native superiority and controlling power. The minority's equity is in a turbulent and exploited conflict of interest, urgently need the protection of law.At present, China's capital acquisitions market is underdeveloped; hostile takeover case rarely appears. Compared with other countries, especially Britain and America where hostile takeover are frequently happened, our legislations of hostile takeover and anti- takeover which are very immature, have a big gap with the advanced. With the development of our security market and basic accomplishment of Share-trading reform, a large number of foreign capitals have swarmed into, and China has become the most important merger market of Asia. In the time of Full Circulation, only learning from foreign advanced legislation idea and mature experience, daring to attempt and innovation, can deal with the growing Chinese-foreign capital acquisitions. In the unfamiliar field of hostile takeover, faced the situation that minority shareholders'equity of target corporation are vulnerable in the control right contention, combing legislation carefully, taking an objective view of the relevant legal institutions'deficiency and seeking better remedy measures, is an important subject worthwhile for every jurist to deliberating and putting into practice.This thesis comprehensive uses the knowledge of jurisprudence, economics and management, and seeks to structure the institution of hostile takeover to consummate the protection of minority shareholder. Thereinto, Chapter one defines related conceptions, include hostile takeover, anti-takeover and controlling right contention, and discusses the necessity of hostile takeover and anti-takeover, the subject, object and behavior of the legal relation in control right contention, forming a foundation for the research of minority shareholder's equity protection in target corporation. The Chapter two analyzes the dilemma of minority shareholder in the control right contention from the behavior of bidder, target corporation management and controlling shareholder, and searches for the reasons caused dilemma. Then it puts this problem into the condition of our country, empirical analyzes the damaged actualities of the minority's equity in the post-share-trading reform through related cases and figures. Chapter three selects mature governance model of Britain, America and Germany to make a comparative law research, and analyzes their solution and mechanism to rescuer the minority from dilemma in their special situation and legal culture, to lay a foundation for our institutions'perfection. On this basis, Chapter four combs our country's existing legislation, looks for the weakness and sets up the tenet and yardstick of minority shareholder's protection. Under the principle --'Giving priority to efficiency and due consideration to fairness', the author puts forward practical proposal to promote legal system directed to hostile acquirer, target corporation management and controlling shareholder, to get the maximum protection of the minority shareholders'legal rights and interests.