A Study On Legal Systems Of Listed Company’s Anti-takeover Decision-making Power

In the Western developed countries, take-over of company has a historyof more than one hundred years. Acquisition of listed companies is donenow mainly through two ways, one is the share acquisition, another is tonegotiate with the major shareholders on the transfer of large shares.Acquisition of listed companies aims at winning control over the targetcompany, it usually means replacement of the management，so the formermanagement usually tends to implement anti-takeover acts.This article is made up of an introduction, body and conclusion, and thebody is divided into four chapters.Chapter One is the basic theory of anti-takeover of a listed company.Firstly, it clarifies the contest of listed company anti-takeover. Further,there is a detailed description and analysis of the scholars’ valuablearguing on the anti-takeover acts, pointing out both the positive andnegative views would make sense to some extent. However, based on ourcountry’s legal system and the reality of the current situations, the value ofanti-takeover should be affirmed; conferring the target company on therights of anti-takeover is quite necessary. Finally, the author discusses theimportant significance of the ascription of anti-takeover decision-makingpower in the anti-takeover system.Chapter Two details the two kinds of typical anti-takeoverdecision-making legislation modes represented by the United States andthe United Kingdom, introduces the idiographic systems from theperspectives of legislative and judicial systems, analyzes the theoreticalfoundation and practical basis of the two modes in order to provideinspirations for the construction of China’s law mode of anti-takeoverdecision-making.Chapter Three describes the changes of legislations on the listedcompany anti-takeover and the effects of the existing legislation on anti-takeover decision-making in China, makes an analysis of thefeasibility of anti-takeover decision-making vested to the board ofdirectors and general meeting of shareholders, and thereby concludes thatin China anti-takeover decision-making should be vested to the generalmeeting of shareholders.Chapter Four is the proposal on the improvement of the system ofanti-takeover decision-making of listed companies in China, clarifies thatthe general meeting of shareholders holds the power of anti-takeoverstrategy and the board of directors of the target company should beprohibited from taking any action prior to the approval of the generalmeeting of shareholders, but the time for the decision-making should beextended. To ensure the efficiency, the board could share someanti-takeover decision-making in some exceptional circumstances. At thesame time, in order to improve the system of anti-takeoverdecision-making, there must be some relevant supporting systems.Conclusion.