Anti-takeover Basic Theoretical Research

Since the Baoyan Incident of1993, cases as regards anti-acquisition of listedcompanies (AALC) are constantly emerging in China. Owing to lack of theoreticalstudy and legislation in this field, anti-acquisition acts are without subjection tonecessary legal regulation, seriously affecting normal operation and growth ofChina’s securities market. Adopting legal research methods such as semanticanalysis, logical analysis, comparative analysis and value analysis, in the light of thebasic theory of economics, this paper takes acquisition of listed companies as itslogical starting point, expounds on the basic concepts of AALC, diversified interestconflicts and solutions thereof in the process of anti-acquisition, applicability andlegal regulation of anti-acquisition measures, and puts forward several suggestionson improving China’s legal system of AALC with a view to contributing to theongoing amendment of Securities Law and Administrative Rules for Acquisition ofListed Companies.This paper comprises three parts. Part One treats of some basic problems such asthe logical starting point of AALC, the appearance and development of AALCsystem and the legal definition of AALC system. Part Two explores the generaltheory on value orientation of AALC, diversified interest conflicts and solutionsthereof in the process of anti-acquisition, etc. Part Three elaborates on three typicaltheories, i.e. market failure, incomplete law, social responsibility of enterprises,which serve as the theoretical basis of legal supervision and regulation of AALC,analyzes the applicability of current AALC measures in the world and elucidates themode of supervising and regulating AALC measures. Part Last presents the statusquo of legislation on AALC in China, exposes the existing problems on AALC in thecountry, and advances several suggestions on China’s option of its own basic valueorientation on AALC legal system, mode of supervision on AALC, and mode ofpolicy making on AALC.