Research On The Legal Issues Of The Anti-takeover Decision

With the rapid development of the market economy,the topic of acquisition and anti takeover is all the same.In March 2017,the "dispute on the shares of Vanke" fell to the curtain.In the last two years,Vanke took a series of measures against the buyout.So,will the Vanke management have the right to take anti takeover measures and what measures can be taken? This paper discusses the ownership of the anti takeover decisions of Listed Companies in China,and explores the problems in the takeover and anti takeover decisions,and puts forward relevant legislative proposals.In fact,according to the jurisdiction of our company law,the right to decide the takeover of a listed company should belong to the general meeting of shareholders.However,according to the actual situation of some companies,the right is exercised by the management represented by the board of directors.For the highly decentralized equity of listed companies,even as the management,the stock holdings of listed companies is also very small,if in this case,will determine the right of anti takeover to the board of directors,will undoubtedly lead to the management to keep their control rights at the expense of the company and the interests of small shareholders.So it is necessary to regulate the situation in legislation.The takeover and anti takeover of various theories were briefly analyzed and the foreign mature two decision model,which is represented by the United Kingdom"shareholders decision model" and the United States as the representative of the board of directors of the decision model ",from the legislative level to analyze the anti takeover exercise and regulation decision right,the relevant legislative contrast in mainland China,and the legislative situation in China,in the situation of our country and the development of the market demand point of view,through the analysis of the feasibility of two modes in mainland China,the final suggestion that our country should adopt the" shareholders decision model ",on how to exercise the general meeting of shareholders the decision and put forward to the anti takeover of the exercise of the right to decide the proposal.