The Study Of Legal Issues Of Listed Companies’ Anti-Takeover

From 2014 to 2015 the dispute for the control of Shanghai Xinmei has become a hot topic at securities market in recent years. Investors and Shanghai Xinmei wrote a history of the dispute for control in securities market. Since the reform of the shareholder structure got the success, China’s securities market gets continuous development and activity, the control battle of listed companies are also increasingly fierce. In response to a growing number of hostile takeover, anti-takeover methods adopted by listed companies are very diverse. Although anti-takeover foils the hostile takeover and keep the control of the company in company’s management, but in this process listed companies infringe the rights of other interest groups happen frequently. How to regulate the growing diversity of the anti-takeover behavior, China’s relevant laws and regulations have a serious shortage. In this paper, author would study relevant theories, investigate other countries’legislation for anti-takeover combine with China’s actual situation, then put forward concrete proposals to improve our anti-takeover legislation. This paper is divided into four chapters:The first chapter describes the basic theories of listed companies’ takeover and anti-takeover, Including the definition of basic concepts, the value judgment of anti-takeover and research on a variety of anti-takeover strategies in connection with specific cases.The second chapter describes listed companies’anti-takeover legislation of various countries, including the US, the UK, Germany and Japan.The third chapter introduce the anti-takeover legislation of China,and analyzed the practice cases of anti-takeover of listed companies in our country to find the problems existing in the practice of anti-takeover in our country.The fourth chapter summarizes the above study and put forward legislative proposals to improve anti-takeover of listed companies in China, including to establish the principle of anti-takeover legislation and the specific anti-takeover regulation proposals.