Research On The Legal System Of Anti-acquisition Of Listed Companies

The well-known events in the capital market in 2016,such as the dispute between Baoneng and China Vanke,and the rush of savage people competing for control over dominance,have caused a blatant response from all sectors of the society,forcing decentralized listed companies to pass swiftly.Modifying the company's articles of association and other measures barred barbarians from entering the threshold.The acquisitions that have been favored among listed companies have been unable to keep up with the pace of market development after the successful development of the equity division reform.Looking back at the cases of company acquisitions over the years,from the perspective of economic development,the company's acquisitions can make the company's management and management rights transfer to more competent and efficient people.As listed companies thrive in the fertile soil of the capital market,the demand for financing has increased and the ownership structure has changed.Equityintensive listed companies have gradually transformed themselves into decentralized listed companies under the conditions of expansion of operations and increased financing requirements.Hostile acquisitions are a natural product of the equity decentralized market.With the existence of hostile takeovers,anti-takeovers are stable to the market.Development is also an essential measure.This article first summarizes and summarizes the theoretical basis of the antitakeover of listed companies in China at present,and then analyzes the provisions of the anti-takeover measures in the current department law.The author summarizes and classifies the different voices of the academic community regarding whether the antitakeover measures are taken or not,and points out the reasons for supporting the opinions of various scholars.At the same time,the author analyzes the current legislative status of China's listed companies against the anti-takeover measures from the perspective of the “Company Law”,“Securities Law”,and “Administrative Measures for the Acquisition of Listed Companies”.This article secondly analyzes the legislative defects reflected by the antiacquisition practices of listed companies in China.As the market economy changes with each passing day,the structure of the company also changes.The original legislation can no longer fully protect the interests of listed companies and their investors.The authors respectively from the "Shareholder Centralism" lead to the lack of protection of shareholders' rights,the legislation does not specify the review and supervision organs of the anti-takeover,the unmatched counterparty litigation mechanism for the anti-takeover,the fidelity and diligence obligations of the unrefined management,and the approval system.Five aspects of the “grabbing shell” acquisition that lead to rent-seeking reflect the existing defects in China's legislation at this stage.Again,the author takes the analysis of the characteristics of the legal system of the anti-takeover of the United States and the United Kingdom and its value analysis as the comparison direction.Based on the above analysis,the author finally solves a series of problems arising from the anti-takeover of listed companies in China under the current legal framework.Distribute the rights of the board of directors of the decentralized listed company to reverse the acquisition,clarify the supervision and examination organs of the counter-acquisition measures of listed companies in China,establish an appropriate anti-takeover shareholder litigation mechanism,detail the loyal and diligent duties of the management,and accelerate the reform of the registration system.Perfect suggestions.The listed company's stock price does not reflect the actual value of its company,and the target of hostile takeover is the company whose stock price is undervalued.With the maturing capital market,institutional investors have become more active.Once a company is acquired by an institutional investor,institutional investors who do not have the professional management and management capabilities aim only to invest in profit,and have no practical management and management capabilities.The rights of the company's investors cannot be effectively guaranteed.To this end,the subordinate legislators must measure the interests of all parties and make corresponding adjustments and checks to promote the legalization of the governance of listed companies.