Research On The Legal Regulation Of Listed Company's Takeover Defense In China

The takeover defense of the listed companies is accompanied by a business takeover behavior.They relate mutually and oppose each other,to fight for control of listed companies as the core.The contest between the two parties is usually accompanied by changes in the pattern of interests.They play an important role in improving corporate governance environment,improving the rational of market resources and optimizing of economic structure in china.With China's share reform completed,the capital market economy has been thriving and prosperous,various economic entities have become more and more active,takeover activities occur frequently,especially hostile takeover that take malicious control of the company and takeover defense can effectively resist against the takeover,therefore it is necessary to study the theory,legislation and practice on the takeover defense system of a listed company deeply and systematically.However,there are deficiencies in the relevant legislation in China,it is difficult to form effective regulation of the takeover and takeover defense activities.So this paper try to clarify deficiencies of China's takeover defense system in legislation and practice,refer to the successful experience of foreign cuntries,apply comprehensively comparative analysis and integrate theory with practice and other research methods.Based on China's national conditions and background,and then improving takeover and takeover defense system in China.The main body of this paper is divided into six parts:The first part is Introduction.This part mainly introduces the background and significance of the takeover defense system of Listed Companies,as well as the research status at home and aboard.And the research methods,innovation points and the structure of this paper is elaborated.The second part is an overview of takeover defense of listed companies.This part mainly discuss the concept of takeover and takeover defense,the basic characteristics and the basic principles of takeover defense.And support the"stakeholder theory" and opposed the "market for corporate control theory" are stated,and it pointed out that the takeover defense have an important role on the protection of the interests of the company and shareholders,as well as maintain the market economy order in practice.The third part is about the current situation of takeover defense system and practice in Chinese listed companies.This part mainly discuss the actual situation of China's current legislation and practice relating to the takeover defense system.The relevant legislation of our country scattered in different laws and regulations,the author mainly introduces the legislative system status of takeover defense in"Securities Law","Company law" and "Takeover of Listed Companies Management Approach".In practice,this part have a brief introduction and analysis of the recent"Bao Neng vs Wan Ke" dispute,and the feasibility of several takeover defensive measures in China is analyzed.The fourth part is about the defects of the takeover defense system of Chinese listed companies.This part mainly discuss the deficiencies of the system of takeover defense in china at present,four aspects mainly include:imperfect laws,defects of takeover defense decision-making power provisions,information disclosure and supervision system.The author try to start from the four aspects,make a detailed analysis in deficiencies,to put forward legislative proposals and improve the takeover defense system.The fifth part is the comparison and reference of the takeover defense system of foreign listed companies.This part mainly discuss the practice and the legal framework of takeover defense system in Britain,the United States and he Germ an.The laws and regulations of the three countries are perfect,and the legislation of the information disclosure system is also very detailed.But there is significant difference in the pattern of ownership on takeover defense decision-making and supervision system.In the ownership of decision-making power in takeover defense measures,British decided to takeover defense behavior by the general meeting of shareholders,the United States is decided by the board of directors,Germany is the general meeting of shareholders and the board of supervisors jointly decided model.In the supervision of takeover and takeover defense activities,Britain and the United States are external regulatory systems with courts or self regulatory organizations as the main body,and Germany relies more on internal supervision system because of its unique corporate governance structure and external economic environment.It is the best choice in line with the actual situation in China that formulating a legal norm for takeover defense system,defining takeover defense decision making right belongs to shareholders' meeting and improving the corresponding information disclosure system and supervision system.And it is very meaningful to perfect the takeover and takeover defense system.The sixth part is the suggestion to improve the legal system of takeover defense of Listed Companies in our country.In this part,the author combines the experience of foreign advanced legislation and the defects of China's legislation,and puts forward specific opinions on the legislation of China's takeover and takeover defense system.The author thinks that it is necessary to develop a complete legal norm about takeover defense system,define the legitimacy criteria for takeover defense measues and pay attention to protect the rights and interests of minority shareholders.And it is also necessary to define takeover defense decision making right belongs to shareholders' meeting and perfect the fiduciary duty of directors,but it should give the board the right to veto hostile takeovers.In the information disclosure system,it is necessary to improve the information disclosure system of holding early warning and tender offer,and increase the penalties for violating this obligation.In the supervision system for the takeover defense behavior of listed companies,we should strengthen the common supervision mode to the Commission as the main regulatory body,autonomous organizations impose supplementary supervision in within the scope of authority,and to standardize the specialized agencies and consultation,and to perfect the judicial review and the corresponding relief mechanism.