Research Of Legal Regulation Of The Anti-takeover Actions Of Listed Corporations Of China

It is an effective way for listed companies in western developed countries to seek their own development by expanding the scale of the company and acquiring high-quality assets through acquisitions and mergers.At present,the mergers and acquisitions of mergers and acquisitions by listed companies are very common in China’s capital market,and the hostile takeover is also increasing.In practice,more and more listed companies already have anti-takeover awareness,and began to use all kinds of popular international anti-takeover measures to prevent the aggressive hostile takeover.In this context,how to effectively control the anti-takeover behavior of listed companies in China has become an urgent problem to be solved in order to ensure the orderly development of China’s securities market.A specific acquisition of listed companies involves the interests of multi-party,which in the realization of its own capital market functions at the same time also have an impact on the company’s long-term development,intensify the conflict of many stakeholders.For the shareholders of the company,especially small and medium-sized shareholders,the decision-making often have short-sighted interests,more inclined to take the stock price fluctuations caused by the acquisition of economic interests,rather than fancy the company’s long-term development.Standing in the management of the target company,after the success of the hostile takeover to replace the management of management in order to achieve the purpose of acquisition,which will directly affect their vital interests,the company’s senior management personnel in order to prevent possible unfavorable situation,abuse of business The phenomenon has occurred.Therefore,in the face of the acquisition,the target companies to take a lot of anti-takeover measures are likely to be for the purpose of non-purpose,no doubt this will disrupt the entire stock market,the original competitive order for the long-term development of the target company is very unfavorable.Therefore,it is very important to carry out appropriate legal regulation on the anti-takeover behavior of the target company,which is also an important reason for the study of the anti-takeover legal regulation theory of listed companies in recent years.With the increasingly frequent acquisition of capital markets,the target company’s anti-takeover is also more common.However,China’s "Company Law","Securities Law" are not on the anti-takeover to make clear provisions,but from the regulation of the securities market regulation and maintenance of the interests of shareholders to provide the principle of guidance,practical guidance is very limited.Therefore,it is necessary to improve the legislative regulation of the anti-takeover behavior of listed companies in China.In view of this,this article to the listed company anti-takeover legal regulation as the main line,the following aspects were briefly introduced and analyzed:First of all,this paper introduces the basic theory of anti-takeover of listed companies at the outset,mainly defines the basic legal concepts of anti-takeover legal regulation of listed companies,especially distinguishes between "hostile takeovers" and "malicious acquisitions".Then it briefly expounds the theory theory of the company’s control market,the theory of corporate social responsibility and so on,and analyzes the necessity and value orientation of the anti-takeover regulation of the listed company.Then,on the basis of the development process of China’s anti-takeover,this paper introduces and analyzes the representative anti-takeover cases in our country’s practice,and makes a further study on the anti-takeover measures taken mainly in the current domestic anti-takeover development Summarize and analyze,and summarize its development characteristics.Finally,this article puts forward the perfect measures for the anti-takeover legal regulation in the light of the present situation and the existing problems of the anti-takeover legal regulation in our country.At present,the problems of anti-takeover legislation in our country mainly include the lack of system of anti-takesuance legislation,the lack of system of anti-acquisition decision-making power,the lack of effectiveness of directors’ obligations,and the liability system when the directors violate their obligations Etc.In addition,China’s anti-takeover legislation lacks the corresponding anti-takeover measures and how to judge the lawfulness of a specific anti-takeover measure in the company’s control battle.According to this,the specific proposals put forward in this paper include: the development of a unified corporate acquisition and anti-takeover laws;in the legislation on anti-takeover measures to make more specific norms and guidelines,and establish a specific anti-take measures to determine whether the illegal standards;The regulation of the behavior of the management of the listed company,and effectively play the supervisory role that the independent director should have in the organizational structure of the listed company.