The Research On Legal Issue Of Anti-takeover Decision-making Powers

With high-speed economic development in the market today, the topic of acquisition and anti-takeover heard. In early 2015 Shanghai Xin Mei and Kainan competition for the equity case, while the end of the burst between Vanke and Boland storm sparked heated discussions about the acquisitions. The current A-share price to go lower in 3000, the real value of the listed SMEs are not fully apparent, and this was the best time eyeing hostile takeover. But our law on anti-takeover law is not very comprehensive, thus establishing a sound comprehensive set of anti-takeover system is imminent. In this paper, based on the brief theoretical analysis of acquisition and various types of anti-takeover, I am trying to point out the significance and content of a hostile takeover. And then research on two more mature foreign decision-making power modes from the Legislative and Judicial comprehensive analysis and compare between mainland China and Taiwan region-related legislation and case studies, and finally stand on the basis of China’s national conditions and market development needs, drawing on relevant experience and national conditions of our anti-takeover legislation, justice perfect proposal. In this paper, the content of anti-takeover decision-making powers- the exercise of the rights and obligations of ownership as the main clue, is divided into four chapters:The first chapter is the theoretical analysis of anti-takeover. This chapter respectively introduce the definition and value of the acquisition, intended to reaffirm the importance of the existence of anti-takeover. Hostile takeover occurred in a listed company, it is especially indicated herein, the companies involved are all listed companies. On which the tender offer and hostile takeover relationship is noteworthy, both for the classification under different classification criteria, and not only in hostile takeover situations under the tender offer. This paper focuses on the anti-takeover decision-making power to expand the content, the content is not just attributable to any right authorities, it should also include the right to limit the exercise.The second chapter is about the classic anti-takeover mode and the mainland and Taiwan region-related legislation introduced. As to anti-takeover legislation in developed countries, the United States and Britain chose the opposite pattern to maintain the normal operation of their acquisition market. The United States select board while the British model has chosen sharehoder’s meeting as a decision-making bodies based on theirselves’ corporate governance structure and background improve legislative support, forming its own set of rules for judicial review of binding fiduciary duties of directors in long-term practice. In mainland China anti-takeover law does not specify ownership of decision-making power, the general legislative defects relatively fiduciary obligations of directors deficiencies. Taiwan region, Chinese mainland law also does not provide for anti-takeover decision-making power vested in, but it tends to the American model clearly the kind of fiduciary duties of directors in the legislation, as compared to mainland legislation more completed.The third chapter detailed compare and analysis of the case between in mainland and Taiwan region to further complain the reason why the decision-making power vested in the board of directors of the mainland anti-takeover is better. The cases Shanghai Xin Mei ASE case and silicon products, all happened in this year, due to the different decision-making power vested in the reverse takeover, the company was acquired by the current situation in opposite. By analyzing the cases, I have realized that the absence of legislation on anti-takeover system under the traditional "General Meeting of Shareholders Centrism". I believe that the anti-takeover decision-making power simply attributable to owners of the Company has been unable to practice acts completely good to company, and recommended by the Board enjoys anti-takeover decision-making power. This chapter will discusses in detail of the reasons from the author.The fourth chapter is the author’s humble opinion on the above-described anti-takeover legislation and judicial issues raised. The author proposes from two aspects to improve: from the legislation, I suggest that it should change the substantial cause of anti-takeover decision-making as soon as possible and transition the governance structure of the company, the distinction between the rights of the boundaries of management and ownership. On this basis, a clear anti-takeover ownership of decision-making power to improve the anti-takeover restrictions and obligations of the right to exercise decision-making authority; from justice, I propose the establishment of a sound civil action oriented and cost of introducing judicial economy class action, and establish the relevant remedy to form a unified anti-takeover legislation to improve the judicial system and look forward to the vigorous development of China’s market economy and thriving.