The Study On Legal Issues Of Poison Pills

Poison pills emerged in America in the1980’s. After decades of development, itbecomes a widely used anti-takeover measure in European countries for low-cost andhigh efficiency. But compared with more and more takeover cases, there are too manyambiguities in the relevant legislations about anti-takeover measures, what’s even worse,the legislation of poison pills is blank. On the basis of analyzing ChineseOverseas-Listed Companies which uses poison pills to deal with hostile takeover andthe status of legislation of America and UK, this paper intends to investigate the specificlegislation measures of China’s poison pills. Hope it will be helpful to complete China’santi-takeover measures.This paper is divided into four parts:Part one is a brief introduction of the meaning of poison pills. By introducing somecommon forms of poison pills, combing its development and explaining thecharacteristic of three generation of poison pills, this paper is intended to explain theprocess of improvement and analyze the reason why poison pills changed. At the endof this part, through the specific analysis of advantages and disadvantages of poisonpills, the paper concludes the method to use them to weigh the pros and cons.Part two introduces the typical cases about poison pills. By analyzing these cases,firstly, we could summarize the affections which poison pills bring to all parties intakeover. Then exploring the answer of the question: whether China should use poisonpills to protect listed companies and the benefits of stakeholders. What’s more, this partfocuses on analyzing whether there is a conflict between poison pills and the status oflegislation of China.Part three resolves the legislation and introduces the history of poison pills in orderto obtain inspiration to China’s legislation of poison pills.Part four focuses on how to building poison pills which suits China, including thenecessity and feasibility. And provide the conception of specific legal facilities ofpoison pills.