The Research About The Anti-takeover Strategy Of Listed Companies And Its Legal Regulation In China

Since 1980s, the Western countries headed by United States had surged the fourth tide of Mergers & Acquisitions (M&A), enterprises'hostile acquisitions became frequent. On the one hand, the hostile acquisitions reduces acquirers'cost of acquiring, bringing benefits to acquirers; on the other hand, the sudden hostile takeovers make target enterprises face crisis, deepen the inherent contradictions between management and shareholders. In order to prevent or thwart the hostile takeovers from acquirers, the target enterprises battle against acquirers with wits, which generates a lot of anti-takeover measures. These measures play a huge role in the battle of acquisition and anti-takeover, and affect the interests of every party involved. Although the anti-takeover could maintain the dependence of the target enterprises to some extent, and is benefit for the long-term development, improper anti-takeover measures will cause damage to the interests of most related parties, and affect social stability. So, every country one after another passes laws to intervene and supervise enterprises'acquisition and anti-takeover.On the basis of analyzing the background, related concepts, and theoretical basis of anti-takeover, the effectiveness of strategy and the legislative mode of some countries, according to the situation of China, this thesis holds that China has insufficient experience of anti-takeover, and the legislation is not ripe, thus, China can not blindly adopt the US"Management make decision"model. By contrast, the more conservative British"Shareholders meeting make decision"model is more suitable for China. Although the current relevant legislations actually tend to the"Shareholders meeting make decision"model, there are still many flaws and shortcomings in terms of specific legal regulations. On the basis of a detailed analysis of these shortcomings, this thesis attempt to put forward the legislative principles and the legal framework of anti-takeover of listed companies of China.First of all, the anti-takeover legislation for listed companies must follow the legislative principles. These principles include: the principle of protecting the interests of minority shareholders; information disclosure principle; combination of freedom and limitation principle; sincerity principle; centralized control principle.Secondly, China lacks specific legislation on anti-takeover, this thesis suggests overcoming this deficiency through the following ways: a special chapter of regulation for anti-takeover; to make sure the ownership of the decision-making power; to make sure the obligations of management in anti-takeover; to construct the information-open system of anti-takeover; to increase the system of safeguarding the rights of minority shareholders; to specify the measures of anti-takeover through enumeration method.