Reverse Takeover Of A Listed Company Decision-making Power

May9,2005, China began to split share structure reform of securities market. June9,2005, the China Securities Regulatory Commission issued the "Notice on Further Improving the split share structure reform", which states the split share structure is not conducive to mergers and acquisitions of listed companies. Solving the share set problem will helps to promote the rational flow of equity, the formation of the control of mergers and acquisitions market. In order to promote the orderly flow of listed companies and to promote further market mergers and acquisitions of listed companies, tradable share problem need to find a solution. Thus, the government wants to promote mergers and acquisitions of listed companies in China to achieve the optimal allocation of resources through the split share structure reform. In light of this, some experts pointed out:China's securities market will enter a new era. Stock circulation means China's securities market will be more active. Capital mergers and acquisitions, acquisitions and anti-acquisition will become a new landscape of China's securities market in the coming period.Anti-takeover in foreign countries, especially Britain and the United States, has experienced hundreds of years. China is in the early development of securities market, irrespective of the theoretical basis or legislative modes are not perfect. In particular, the anti-takeover legislation was virtually nonexistent in our country. Ownership of anti-takeover legislation must first solve the anti-takeover decision-making power, which is the basis of anti-takeover legislation."Shareholders'meeting decision-making model","Board decision-making model" for national anti-takeover legislation laid the foundation for promoting the continued development of national anti-takeover. In China, the field of anti-takeover regulation and guidance, the primary problem is to solve the attribution of anti-takeover decision-making power. Anti-takeover decision-making power should be vested in the shareholders or the board of directors is not a simple copy form foreign models can be established, it must be based on the basic national conditions of China's securities market. Based on this, through studying in the field of China's anti-takeover legislation of the decision-making power mode, i summary of previous experience combined with China's actual conditions and propose the idea of the legislative model of decision-making power on China's anti-takeover.This article is divided into four parts about a detailed description of the research of anti-takeover decision-making power. The first part is the introduction of relevant concepts and pulled out the nature of the relevant concepts. This section focuses on the basics and to pave the way for the following. The second part analyzes the distribution and exercise of anti-takeover decision-making power of China's listed companies. This section mainly divided into two aspects, first talked about the practical confusion and the second is a detailed analysis of the reason of the confusion. The third part introduces the mode of anti-takeover decision-making power of Britain and America and tries to build the ideas for China's anti-takeover legislation mode through the comparison analysis of the two legislative models. The fourth part proposed the basic principles of our country to build anti-takeover legislation mode of decision-making power and a few points should be noted that during the build process.