A Study On Legal Regulations On Hostile Acquisition & Anti-takeover

The global economic integration and the development of the market economy have driven China's capital market to become more mature,open,and free.Hostile purchases that focus on demonstrating capital intensity have frequently occurred in recent years.The scale of capital involved is increasingly huge and legal issues are increasingly complicated.The laws and regulations governing the hostile takeover and anti-takeover regime have put forward new and improved requirements.The legislative tendencies of hostile takeovers and anti-takeover regulations are largely influenced by the social effects of hostile takeovers.Therefore,the analysis of the advantages and disadvantages of hostile takeovers is particularly important.The pros and cons of hostile takeovers affect both sides of the balance of the hostile takeover bid.The value of legislation."Hostility" is a neutral word in the context of corporate acquisitions.It does not do evil evaluations,but hostile takeovers change the pros and cons of reality from different perspectives in practical applications.The view that hostile takeovers can create value stems from the fact that hostile takeovers can generate incentives and disciplinary actions on the behavior of the board of directors,as well as the interest of target company shareholders in taking advantage of stock takeover bids.The analysis of malpractices in hostile takeovers focuses on hostile takeovers that are not conducive to the company's long-term development,employee interests,and social interests.This is because companies that adopt highly leveraged financing acquisitions often sell their assets first after they are successful.The production department and company assets are used to pay off debts,and the funds originally used for production and investment of enterprises are filled in theprice of speculation,resulting in the obstruction of the development of the company and the unemployment of the employees.In 2015-2017,the “Bao Wan Debate” that lasted for one and a half years has become a landmark event in the development history of China's listed companies.This incident is to popularize public securities knowledge,optimize internal corporate governance structure,and standardize hostile takeover participation.The important opportunity for the behavior of the public is also the concentrated practice of the adoption of hostile takeovers and anti-takeover measures by listed companies in China.The history of our country has long been in the agricultural society,and the commodity economy has bred inadequacies,and the inertia of the planned economic system still exists.The degree of market opening and the freedom of the capital market are still insufficient.The hostile takeover is a new thing in China's market economy.Even if China has relatively complete laws and regulations,it frequently appears in the face of this complex hostile takeover case.Therefore,through the analysis of representative hostile takeover cases,through the background of the times and the motivation of the subject to peel out the cause of the case,decompose the legal issues involved in the mergers and acquisitions involved parties to analyze,absorb experience,make securities law-related laws The improvement of laws and regulations is not only based on China's indigenous rule of law experience,but also integrates the advanced experience of drawing on the hostile acquisitions of the West.This article will introduce the basic theoretical content of hostile takeover in the first part.Through the hostile takeover,the concept of counter-acquisition measures,the advantages and disadvantages of hostile takeovers,and the changes in the course of development of the legal regulation of hostile takeovers between the United States and Britain,we analyze the regulations of hostile takeover and anti-takeover systems in China.Tendency and strength.The second part mainly analyzes the case of the“Bao Wan Debate”.The analysis will focus on the background of the dispute between Bao Wan and Wan Zheng.The game process of the two parties,the legal issues involved and the case as a typical case of China during this period reflect those The problem of universalization in hostile takeovers in China is not merely a result of the merger of Vanke and Baonong.The third part focuses on the analysis ofthe typical legal issues involved in the disputes between Bao Wan and the parties and the corresponding sound suggestions.The fourth part analyzes the general problems existing in China's hostile takeovers and counter-acquisitions and presents a general analysis of the legal stances that hostile takeovers should take in China.