Analysis On Legality Of Anti-takeover Measures By Public Company

The sustainable development of the market economy and the reform of company system,bring new change for our country's capital market,contention for corporate control has been increasingly fierce.To resist the hostile takeover,most of the public companies always set anti-takeover clauses to prevent any possible acquisitions,like Shark Repellents plan,or take anti-takeover measures to against the current acquisitions,like Poison Pill Strategy,White Knight.Currently,anti-takeover measures are only taken for hostile takeover.Those measures achieve the purpose of anti-takeover by increasing the cost of acquisition,reducing the value of the target company,or retarding the progress of acquirers join the board.According to current situation of China's capital market,the inexperience and the lack of legislation have made the anti-takeover measures taken by target company are too irregular,and lake of legal basis when the courts examine the legality of the specific measure.To sum up,research on the legality of the anti-takeover measures is quite meaningful.This article makes a comparative study of our regulations and international ones,and then gives some suggestions on perfecting public company anti-takeover legislation of China.This article contains four parts:The first part introduces the concepts of anti-takeover and hostile takeover,then explains the reasons of anti-takeover measures taken by public companies,and analyzes the status of China ' s anti-takeover legislation.At last discussed the legitimacy of judgment standard of anti-takeover measures.The second part introduces several common anti-takeover measures with some cases,and examines the legitimacy of common anti-takeover measures,and then discuss the application of anti-takeover measures in practice,by introduces several classic cases.The third part points out the deficiencies of China's anti-takeover legislation.The fourth part relaying on the status of China's anti-takeover legislation,puts forward some recommendations about our anti-takeover legal regulation.