Legal Regulation Research Of The Decision Right Under The Context Of Anti Takeover

With the accomplishment of equity classification reform,Chinese capital market has gradually achieved the full fluidity status,resulting from which,the c apital becomes more flexible.Meanwhile,more and more listing companies' ta keover and anti-takeover activities have attracted our attention.The belonging o f the decision right on anti-takeover defense means,it is subject to which subj ect's discretion to initiate the anti-takeover defense when the company is facin g a takeover.Also,such a belonging arrangement is the crucial component of anti-takeover regulations.Although,more and more anti-takeover defenses are h eard recently(taking poison pills as examples),the fact is that the regulation s ystem of Chinese anti-takeover defense is out of order and lacking the supporti ng systems.With more and more transactions and complexity hereof,a huge c hallenge has arisen with respect to our weak anti-takeover regulations.Therefor e,it is urgent to establish a new system,within which,the belonging arrange ment is a stone.Chapter I observed two recent typical cases,of which,one was Dashang's defense against Maoye and another was Yili's defense against Sunshine Insura nce.It turned out that the two cases made use of different decision arrangeme nts and the elements considered also varied.Besides,we looked into laws and regulations with a boundary set in 2005.We specifically analyzed the rules b efore and after 2005.We then came up with the issue that our current decision rights belonging system is out of order and not connected to practice.Chapter II researched on the “Board Decision Mode”(taking the U.S.as an example),“General Meeting Decision Mode”(taking the U.K.as an exampl e)and “Mixed Mode led by General Meeting”(taking Japan as an example).We also analyzed the practice under each mode to see how other supporting re gulatory system support each other and how the different modes are applied in their respective countries.Chapter IIIset the principles that we shall abide by when making the rules based on previous three chapters.First,we shall take our state circumstances into consideration.Second,we shall balance rights and interests.Third,we shal l stick to the information disclosure requirement.Fourth,we shall make the sta te to participate in the practice appropriately.Chapter IV made some specific regulatory suggestions.First of all,we sha ll set the “General Meeting Mode” as the basis.Then,we shall clarify how th e general meeting can exercise the decision right.Moreover,we shall optimize the director's fiduciary duties and companies information disclosure mechanis m as whole.