Research On The Issue Of Anti-acquisition In Hostile Takeovers

With the rapid development of China's economy, the improvement of the capital market, and the deepening of resource allocation, enterprise acquisition and anti-takeover have presented a developing situation since the first acquisition of listed company acquisition in 1993. Acquisition includes bona fide acquisition and hostile takeover. Bona fide acquisition is a result of consensus between two enterprises, while hostile takeover is a speculative action which spins off quality assets and sells off equities in order to obtain a high return. Hostile takeover is a kind of speculation and the target is often a high-quality company which is underpriced. As a result, it can not be regarded as an action of resource integration. The purpose of the action is not for development of the company. Hostile takeover harms the interest of the shareholders and market participants like employees. With the development of the theory and practice, the value of anti-takeover is increasingly recognized by us and taking anti-takeover measures against the hostile takeover is a global idea. Although these two aspects have been given enough attention,anti-takeover measures still seem clumsy and naive in China because of a lack of experience and the imperfect legal system. Compared with China,western developed countries have a very mature theory and legal system for anti-takeover measures based on their history of acquisition and anti-takeover. In view of this, we should make the most use of the achievements made by western countries and think about how to regulate the anti-takeover actions under China's realistic conditions.More concretely, this paper is divided into three parts:The first part is an overview of anti-takeover measures. Firstly, it introduces the origin of anti-takeover through introducing hostile takeover. After that, this paper discusses the value of anti-takeover.The second part mainly discusses the subject of anti-takeover. Firstly, based on the case of Vanke v. Baoneng Group, this paper discusses the problems about the practice of anti-takeover in China. Secondly, it introduces the decision model of the shareholders' general meeting and that of the board of directors. Through the comparative analysis, we can get some enlightenment from the two models. Lastly,the paper puts forward the corresponding suggestions.The third part will pay attention to the specific anti-takeover measures. It introduces what is the specific anti-takeover measures according to the international practice and analysis of Vanke v. Baoneng Group case. Based on that, this paper discusses the problems about practice and then puts forward some corresponding suggestions through the study of advanced foreign mechanism.