Study On The Chinese Legal System Of Listed Company's Anti-takeover

In recent years,with the acceleration of the world economic integration,the wave of acquisition is sweeping through China.Faced of fierce market competition,the domestic capital market of our country has been greatly changed.In 2015,there was a shocking case of merger – battle between Baoneng and Vanke,which lasted until the end of 2016.In this battle,Vanke's board made a series of anti-takeover measures in the face of a hostile takeover by Baoneng.However,it revealed many legal issues related to the whole anti-takeover process,and also revealed some shortcomings of China's anti-takeover legal system.Therefore,this article will analyze the anti-takeover legal system of China and its defects through this case,compare with the mature legal systems of foreign countries and put forward some suggestions on the improvements of the anti-takeover legal system of listed countries of our country.The analysis of this topic would be conducted from the following aspects:Firstly,the first chapter introduces the case of Baoneng VS Vanke which was a burning issue in the capital market,outlines the background and the meaning of the research subject and analyzes the current research status.The second chapter mainly studies the basic theory of the legal system of anti-takeover of listed companies.The first part of this chapter gives a brief definition of the concept and characteristics of takeover and anti-takeover respectively,which also include the introduction of the concept of "hostile takeover",illustrating the meaning of takeover and anti-takeover respectively;The second part focuses on the legal system of anti-takeover.It defines the theoretical basis of the anti-takeover legal system,makes clear the main content of the legal system and explains the the value and orientation of the legal system.The third chapter mainly focuses on analyzing the existing legal system of anti-takeover of listed countries in our country.It firstly the current situation of our existing legal system.Then it discusses the legal problems and defects revealed by the case of Baoneng VS.Vanke debate and other relative cases,including the problem of legislative model,the decision right of anti-takeover,duties of the board of directors,the protection of the right of minority shareholders,and so on.The fourth chapter investigates on the legislation pattern and legal regulations of foreign countries,which mainly refer to the mature legal system of Great Britain and United States.Through comparing these two different legislative models of anti-takeover legal system of listed companies,discussing their respective advantages and experience,the current situation of legislation of our country and real national conditions,this chapter gives reflection on the anti-takeover law system of listed companies in China.The fifth chapter puts forward the perfecting proposal for Chinese anti-takeover legal system of listed companies.After combining and summarizing the above analysis of current situation of the anti-takeover legislation of our country and the reference to the experience of foreign legislation pattern,this author proposes several suggestions and proposals to perfect our country's anti-takeover legal system of listed companies,such as improving the legislation pattern,strengthening the duty of the board of directors,and so on.