A Study On The Legislation Of Anti-takeover Of Listed Corporations

With the development of China’s capital market and the completion of thereform of non-tradable shares, the listed corporations has started to become apparent,hostile takeovers have also occurred, competition for control war of the listedcorporations will become more and more intense, anti corresponds with the hostiletakeover anti-takeover measures has begun to enter the view of the people, even manycompanies plan ahead and take a preventive anti-takeover measures in the event of ahostile takeover. Academia emphasized the significance of the acquisition of listedcorporations consent of support among the appropriate anti-takeover measuresgradually, that the appropriate anti-takeover measures play a positive effect on theacquisition of listed corporations and the negative effects of the suppression haspositive significance. Acquisition of listed corporations in China with theanti-acquisition activities will also be significantly increased, while the correspondinglegal norms are not complete and clear, which can not meet the needs of the guide andregulate the practice. In view of this, it is imperative to study the listed corporationsin a variety of anti-takeover strategies and theory.Acquisition of listed corporations in the positive role at the same time to achievethe optimal allocation of resources, urging the company operators to promote themanagement level and play operating synergies, reduce the cost of businessexpansion, there are also a number of acquisitions for the purpose to monopolize themarket or to reap short-term benefits, affected the healthy development of the marketeconomy, it will also affect the long-term interests of the company and its owner,whether from motives, or from the results, they are having a negative effect.Appropriate anti-takeover measures to prevent the purchaser malicious short-termbehavior, to protect the interests of the target company to stop the monopolyformation, so that the shareholders of the target company takeover premium, and alsohelp to regulate the acquisition of behavior, but inappropriate anti-takeover hinderoptimization to play the role of the allocation of resources, resulting in damage the interests of stakeholders in the management, and also damage the interests ofminority shareholders. Therefore, corrective acquisition behavior may appearnegative role in the anti-takeover measures at the same time, the anti-takeoverbehavior appropriate legal regulation is necessary.The purpose of this study is to identify the various anti-takeover measures inaccordance with practice of anti-takeover measures in and abroad, the different stagesof the implementation of the anti-takeover measures. The study is to show the legalityand rationality of the various measures to protect shareholders and stakeholders, toprotect the long-term development of the company, to promote capital marketmechanisms play diligence, and protect the board of directors anti-takeoverlegislation value orientation. The authors proposed that the anti-takeover decisionshould be attributed to the shareholders’ meeting, the role of a clear fiduciary duties ofthe board of directors, the establishment of anti-takeover information disclosuresystem, and fair treatment of shareholders at the end of the research.