Research On Decision-making Power Of Anti-takeover Of Listed Companies

This article studies the anti-takeover decision-making power of listed companies.At present,China's law does not clearly stipulate the anti-takeover decision-making power of listed companies.There are only sporadic principles in laws such as the Company Law,Securities Law and the Takeover of Listed Companies.In addition,in practice,Antitakeover decision-making power and no other basis to follow.However,since the split share structure reform in our country,the new era of mergers and acquisitions came an irresistible manner,and the hostile takeover,which is an important part of M & A activities,is also intensified in the M & A market.In 2015,the equity holding and acquisitions between Baoneng and Vanke attracted the attention of China's capital market.The anti-takeover measures we exposed were in conflict with each other's interests.It is worth our reliance on anti-takeover laws and regulations Acquisition decision-making power "issue of reflective research.This paper adopts the research methods of comparative research,literature research,theory combined with practical methods,as well as the ideas of finding problems,analyzing problems and solving problems,aiming at studying and discussing the anti-takeover decision-making power of listed companies.By reading the books about anti-takeover in our country,drawing lessons from the foreign anti-takeover decision-making model and experience,combined with the reality of our country,this paper mainly studies the anti-takeover decision-making power of listed companies from the following four aspects: Firstly,Theoretical issues to study.Antitakeover decision-making power is an important part of anti-takeover,and anti-takeover is closely related to takeover.Therefore,the first chapter introduces the definition and legal characteristics of takeover and anti-takeover,and on this basis,The connotation of anti-acquisition decision-making power,and its legal nature and necessity to explore.Secondly,it studies the relevant laws and regulations of anti-takeover decision-making right of foreign listed companies.This part firstly analyzes the anti-takeover decisionmaking model of the listed companies in the United States,Britain and Germany.Then,by analyzing the most typical advantages and disadvantages of the "decision-making model of the general meeting of shareholders" and the "decision-making power model of the board of directors" in the United Kingdom,It provides reference and reference for the legislation and practice of China's listed company's anti-takeover decision-making power.Thirdly,it studies the status quo and existing problems of legislation on the antiacquisition decision-making power of the listed companies in our country.This part first analyzes the legislative status quo of the anti-takeover decision-making power of the listed companies in our country,which mainly focuses on the law of the Company Law,the Securities Law and the Administrative Measures on the Takeover of Listed Companies.And then sums up the shortcomings of the anti-takeover decision-making power of our country's listed companies in the legislation at present.Finally,how to improve the anti-takeover decision-making power of listed companies in our country.This part is the core of the dissertation.Based on the problems and deficiencies presented in Chapter 3,Chapter 4 puts forward some suggestions on how to perfect the anti-takeover decision-making power of listed companies.It analyzes and summarizes the definition of anti-takeover decision-making rights of listed companies,the establishment of the legitimacy standard of anti-takeover measures of listed companies,the establishment of a perfect exercise procedure of anti-takeover decision-making power,and the remedy of perfecting the anti-takeover decision-making power of listed companies.