The Law And Regulation Research Of Listed Companies Anti-takeover Policy

2006, the official China Securities Regulatory Commission promulgated the "Measures for the Administration Acquisition of Listed Companies." New management system on the acquisition of listed companies in China made a major adjustment, which in "good faith obligations of the directors, appropriate restrictions on anti-takeover" of the changes made, particularly impressive. New management methods provides for the principle anti-takeover activities, the board asked to be acquired for the acquisition of Gongsi Suozuochude Juece and take measure which should be conducive to safeguarding the Company and its shareholders interests or abuse of power settings on the acquisition of appropriate barriers to use company resources to provide any form of acquisition of financial assistance, shall not prejudice the legitimate interests of the Company and its shareholders, and so on.This paper is divided into four chapters, each chapter of the following:The first chapter of the takeover of listed companies and the necessary to define the validity in China, and the legislative regulation on anti-takeover behavior of the system construction and related analysis, the need to strengthen the necessity of legal validity regulations. Also, for our common types of listed company anti-takeover strategy, compared to the meticulous and various anti-takeover strategy of legitimacy theory analysis, Finally on our target company strategy choice on the advantages and disadvantages, anti-takeover effect and legal defects comprehensive analysis, the choice for the target company strategy into practice the validity.The second chapter basically based on state ownership and the validity of the model choice strategy, for China’s current corporate governance and the market economy development stage, in the target company internal how to determine the acquirer strategy selection for reference. Because the target company bid for choice of different strategies of the target company will lose the future development of the final success or failure of the takeover plan and vital. Decision makers and acquirers, the target company. other shareholder’s benefit and win-win situation is difficult point. According to the national company acquisitions and the validity of the legislative practice, the listed companies in the legislation of anti-takeover behavior is the core strategy for the acquirer ascription problem. Although the company management decision model has great advantage, but because of the corresponding director duty is still not perfect, so the legislation in China is not suitable for the management of the company decided to adopt the acquirer shall mode, and the target company shareholder power endowed.The third chapter was main content is the legal validity of listed companies. On the choice of anti-takeover strategy determine belonging to prevent decision-makers select anti-takeover strategies for their own interests to endanger company and the lawful rights and interests of small and medium shareholders.The goal should be to shareholders, directors in company acquisitions and the obligations of the game process between the validity are clearly. According to the company law, the securities law and other relevant laws and regulations of the China subsidiary company, to further improve the acquirer shareholder and director of the fiduciary duty, and strengthen the related information disclosure system, so as to maintain the healthy operation of the company and the orderly development of the market.