Research On The Legal Dilemma Of "Poison Pills" Based On The Case Of "Hostile Takeover Battle" Between Vanke And Bao Neng

Initially launched in early 2015,the “Hostile takeover battle” between Vanke and Bao Neng is considered to be one of benchmark case in the history of China's industrial capital mergers and acquisitions,Bao Neng and Vanke Group launched a fierce game around the equity acquisition and the control of the company,and a series of hot issues such as "the legitimacy of leveraged buyout","the legitimacy of anti-M & A " and "necessity of the intervention of policy to capital market ",of cause,which includes the operability of the "Poison Pill Plan" in China's capital market."Poison Pill Plan",which proved to be a very effective anti-M & A measures,however,are rare in China's capital market.Which predicament caused by three aspects of legal barriers: First of all,China's "Legal Capital System" in commercial law field hindered the management's Anti-takeover through the pre-advance means.Second,different from the source of the United States used by the "Board of Directors",China's "Poison Pill Plan" give the decision-making power to the shareholders meeting.Finally,the lack of category stocks such as "Double-tier Ownership Structure" in China,make the design of "poison pill" can not overcome the principle of "Same shares with the Same right",which increase the risk of the dilute to acquisition of equity and which can increase the acquisition cost of the hostile acquirer such as Bao NengWith the increase of hostile takeovers in China,how to overcome the legal barriers and how to design "Poison Pill Plan" which in line with national conditions has become the focus of academic attention,I believe that the introduction of "Board of Directors Theory” on the basis of a comprehensive solution,including adjusting the scope of application of the "Shareholders' Voting System" to overcome the legal obstacles to the the principle of "Same shares with the Same right",also,we can use the innovative financial products such as "Convertible Preference Phares","Co Cos bonds" and warrants to architecture new path of "Poison Pill Plan".