Study On The Legal Problems Of Anti-takeover In China

Recently,with a series of hostile takeover for the listed company,such as"Vanke-Baoneng spat",anti-takeover by listed companies has become the focus of attention of the parties of capital market and capital-markets regulation,exposing the disorder of anti-takeover activities for the problem of insufficiency of systematic supply.The theme of this article is about the problems of China's anti-takeover.On the basis of clarifying the concepts and theoretical issues,combining with the empirical research methods,this article analyzes the problems of China's anti-takeover and puts forward some improving suggestions,in the hope that it is helpful for the improvement of the anti-takeover system.This article is divided into four chapters:The first chapter teases the related concepts and theories of anti-takeover.It takes the concept of anti-takeover as the logical starting point,defines the connotation and legal significance of anti-takeover,discusses the anti-takeover theoretical basis of economic and legal,and classifies and introduces the specific measures of anti-takeover.The second chapter explores the practice of anti-takeover in our country.It introduces the applicable circumstance and the legal background of anti-takeover in our country.Based on this,it analyzes the practice cases of anti-takeover in our country's capital market.The third chapter summarizes the problems of anti-takeover practice in our country.According to the practice of anti-takeover in our country,the problems existing in the practice of anti-takeover in our country are anti-takeover controlled by majority shareholders and the conflict of interest between majority shareholders and minority shareholders,and,the problems existing in anti-takeover regulation in our country are the confusion of regulatory concept,the absence of judiciary,rely on non-systematic regulation.The fourth chapter puts forward the suggestions for the improvement of anti-takeover system in our country.It puts forward the suggestion in three dimensions:from the perspective of optimizing the internal governance structure of listed companies,to clarify the fiduciary duties of majority shareholders and reconstruct the board system of listed companies;From the perspective of consummating the anti-takeover statute,to uniform the regulatory concept of anti-takeover,clarify the regulatory model of anti-takeover,and establish a regulatory system of "principled provisions +specific guidelines";From the perspective of introducing the anti-takeover judicial remedy system,to solve the two problems of "professionalism" and"efficiency",set up securities court,and select judges who are familiar with the law of capital markets to engage in resolving securities law disputes.