Study On Legal Issues Of Hostile Takeover Of Listed Company In China

Hostile takeover has already become a normal phenomenon of free competition in capital market, which would help the company improve their management,optimize the allocation of resources, make the capital economic boom. Though meanwhile, hostile takeovers always accompanied by fierce confrontation of both sides. Many problems coming out gradually, such as the protection of the rights and interests of shareholders, the information disclosure, director’s duty and so on. How to regulate the hostile takeover, eliminate their negative influence and give full play to its positive value, has become problems that can not be ignored in China law and practice area.This paper is divided into three parts:The first part combining the knowledge of law and economics. Based on the analysis of practical situation of hostile takeover in China, the present situation of legal regulation and hostile takeover case, Pointing out three problems that exist in hostile takeover legal regulation: the inadequate protection of the rights and interests of minority shareholders, imperfect information of disclosure rules, and the target company directors obligations is not clear.The second part is mainly about the review and reference of the legal regulating of the overseas hostile takeover. Based on the comparative analysis of mature hostile takeover legal regulation system from UK and US,the investigation about the protection of the rights and interests,the information disclosure of minority shareholders and the provision of the target company director’s obligations.And on this basis,summed up the enlightenment on hostile takeover law regulation in our country.The third part is the focus of this article.Analyzing the problem that existing in the legal regulation of hostile takeovers and provides a concrete proposal by referring to foreign relevant experience:1.To strengthen the protection of the rights and interests of minority shareholders from Company Anti-takeover and of shareholders’ judicial remedies.2.To make sure the information disclosed from both sides,and strengthen theinformation regulation.3.Improve the special content of the target company director ’s obligation and judgment standard.