The Predicament And Its Countermeasures Of The Dominant Mode Of Shareholders In The Hostile Merger

For a long time,domestic theories about hostile takeovers and the acquisition of target companies in the hostile mergers and acquisitions between limited companies had relatively little research concerning defenses for mergers and acquisitions,and the research on corporate governance models and decision models were not profound enough.Besides,researches combined with case studies on operating dilemma were quite few too.However,the separation of corporate ownership and management rights has always been the focus of theoretical research on corporate law in all countries in the world,and it is also an inevitable requirement for economic development.Therefore,the study of corporate power distribution mechanisms is of utmost importance.With the continuous deepening of China's market economic system reform,corporate mergers and acquisitions(M&A),especially hostile mergers and acquisitions,will become the "new normal" of the business community increasingly.It is of great significance to China' s rapidly developing market economic environment.There is an urgent need to improve the relevant legal provisions of the measures and anti-takeover decisions theories.In particular,it is of great practical significance to use actual cases as attachments to explore the predicament of the shareholder-led model of hostile mergers and acquisitions and to overcome them.The dissertation begins with the basic theory of hostile mergers and acquisitions and sorts out the decision-making mode and specific measures of anti-hostile mergers and acquisitions.Afterwards,taking the case of the "Bao Wan dispute",a hot issue in the field of acquisition in China,as a case study,the typical case analysis method and literature research method were used to explore the practical operation difficulties of Chinese companies in the anti-hostile mergers and acquisitions under the shareholder-led model.For example,the difficulties in balancing the protection of shareholders' rights,the difficulty of strengthening the board' s powers and responsibilities,and the irregularities in the practice of mergers and acquisitions.It is further concluded that in the case of hostile mergers and acquisitions,based on the needs of the development of modern corporate governance structure,the listed companies in China are generally limited by the current legislative design of the relevant system.In addition to the lack of rule-making about the implementation of the acquisition of defense measures,the limitation also includes the imperfections of the resolution model,the main body of responsibility,and the decision-making procedures.It will fall into the predicament of a corporate anti-takeover under the current system.Therefore,it is the purpose of this paper to focus on hostile mergers and acquisitions concerning how to standardize such behaviors and overcome the problems that may arise under the current corporate governance model of legislation,in order to promote the healthy operation of the market economy in China.Then,based on the institutional theory and practical experience of the decision-making model of target companies in the anti-hostile mergers and acquisitions under the United States laws,the article proposes corresponding countermeasures for how to get to China' s actual difficulties.In the end,the author hopes that based on the above research results,in light of the actual national conditions,the paper will re-conceive the relevant legislative provisions of China' s hostile M&A defensive decision-making model,redefine the powers of the board of directors and the shareholders,and establish a certain range of decision-making powers within the board of directors,adjust some of the acquisition defense measures,and restrict the power of the board of directors properly.Then,it can be expected to protect the interests of the majority of small and medium shareholders in China and to achieve corporate social responsibility better.