Research On The Target Company Anti-takeover Discretion Right

With the vigorous development of the capital market, China’s acquisition and anti-takeover activities happen frequently. Anti-takeover of target company is intricate, different interest parties seek different interest demands, a variety of deep-seated conflicts of interest are associated with the whole anti-takeover process. At present, China’s anti-takeover legislation is not perfect, anti-takeover discretion right of the target company as a key subject of anti-takeover legislation exists the problems of fuzzy right ownership, inadequate regulatory and oversight mechanisms. Faced with fierce conflicts of interest among different interest parties during anti-takeover process, how to allocate the anti-takeover discretion right, how to scientifically regulate and maximize the interests of the target company and the target company’s shareholders, promoting the healthy development of capital market, are urgent problem needed to be solved in China anti-takeover legislation.Study on anti-takeover discretion right of the target company is the core problem of anti-takeover legislation, directly related to the acquisition of the target company’s attitude, choice of anti-takeover measures and implementation of anti-takeover measures. As China’s anti-takeover legislation is insufficient, there exist lots of problems, such as lack of anti-takeover awareness and ability, the abuse of anti-takeover power.Comparative study, deductive study, theory with practice study as well as historical and empirical analysis is used in this paper. This paper concentrated on the anti-takeover discretion right, introduced and affirmed the attributable theory foundation of anti-takeover discretion right, analyzed the overseas anti-takeover discretion right mode, based on the legislative status of our country, confirming the attribution of anti-takeover decision-making power and trying to propose some recommendations to regulate anti-takeover decision the behavior of anti-takeover decision-making principle, and hope to benefit our anti-takeover legislation.The structure of this paper is divided into four chapters:Chapter I: Overview of anti-takeover discretion right. This part firstly introduced the concept anti-takeover, analyzed its legal characteristics. Then it introduced the related concepts of anti-takeover discretion right, analyzed the main research content and direction of anti-takeover discretion, making the necessary groundwork of this article.Chapter II: The attribution of target company anti-takeover discretion right. This part analyzed deeply the anti-takeover ownership of the target company form four levels: First, from the point of view of the theoretical basis analyzed the principle of anti-takeover discretion. Second, analyzed and evaluated the current major foreign of anti-takeover discretion mode, related to our specific practice of anti-takeover legislation, exploring the right option of China’s anti-takeover discretion mode, affirming the attribution of China’s anti anti-takeover discretion right.Chapter III: Implementation of anti-takeover discretion right. This section mainly described the specific exercise of anti-takeover discretion and introduced some common anti-takeover measures, such shark repellents, poison pills, white knights; combining with the acquisition of Vanke, analyzing the specific application of anti-takeover measures.Chapter IV: Regulation on anti-takeover discretion right. This part hold the principle of shareholders’ interests first, from three levels to regulate the target company anti-takeover discretion: the first level, from the perspective of improving the regulatory responsibilities and obligations of the directors, regulated director’s behavior; the second level, from the minority shareholders protection point of view, strengthen and improved the obligation of controlling shareholders and minority shareholders anti-takeover rights, and the third level, from completing judicial relief angle, regulated anti-takeover behavior, and earnestly safeguard the damaged legitimate interests during anti-takeover process.Through the research on anti-takeover discretion, affirmed that the discretion power of anti-takeover should belong to the target company shareholders and should be given appropriate right to target company management to deal with the complex situation in takeover competition. Then on the basis of a clear anti-takeover discretion, through clearly the obligations of related the discretion principle to the Target Company and the Target Company’s minority shareholders, by strengthening liabilities supervision and improving the judicial relief of damaged principle, to improve the supervision and regulation of anti-takeover discretion principle.Study on anti-takeover discretion and its restriction, is conducive to safeguard the interests of the target company and its shareholders, promoting the improvement of anti-takeover legislation and the healthy development of the market economy.