Research On Model Of Listed Company's Anti-takeover Decision-making Power Allocation

The hostile takeover is essentially the acquisition of the equity of the listed company to achieve the purpose of taking control.It is often unexpected and unpredictable.It is difficult for the target company to predict and promptly play a defensive counterattack.In order to make the purpose of the purchaser difficult to achieve,the target company usually adopts a series of defensive measures to increase the cost of the other party's acquisition,so that the purchaser can retreat,or reduce the attractiveness of the buyer.And the concept of anti-takeover is also coming out:in order to resist and defeat the acquisition of the purchaser,avoid the transfer of control of the company,the defense of the target company to take a defensive behavior.With the completion of the full circulation reform of the listed company in China and the need for industrial integration,and the value of shell resources,the competition for control of the company will become the norm.When talking about hostile takeovers,the first matter that needs to be solved is the attribution of anti-takeover decision-making power.Under the current law in China,since the main body of the anti-takeover exercise is the shareholders' meeting,the anti-takeover measures adopted by the board of directors have legality problems.This has led to much confusion in the process of acquisition and anti-acquisition,which is not conducive to the sound development of enterprises and capital markets.Therefore,it is extremely urgent to reconfigure the anti-takeover decision-making power and establish a sound anti-takeover system.This article takes the anti-takeover decision-making power allocation as the main line to discuss:In the current anti-takeover decision-making mode in China,the board of directors of the target company often has the heart to defeat the enemy,but there is limited power,and it is in trouble on the battlefield of anti-takeover.From the beginning of the company's birth,the conflict of interest between directors and shareholders has always existed.The anti-takeover decision-making power allocation mechanism is the mechanism for regulating the conflict of interest in the anti-takeover field.This led to the management decision model represented by the United States and the decision mode of the shareholders' meeting represented by the United Kingdom.The fundamental reason for the different models adopted by the United Kingdom and the United States is the different legal systems,shareholding structures and acquisition systems of the two countries.Therefore,it is necessary to fully consider the above three factors,optimize the anti-acquisition decision-making model in China,and appropriately expand the board of directors in the anti-acquisition.If the new model is to be implemented and run smoothly in China,it will need to redistribute the power of directors and shareholders in corporate governance,and transform the company's capital system,restructure the share repurchase mechanism,and create a space for the board of directors to exercise power.At the same time,improve the director's obligation system to protect the shareholders' rights in the anti-takeover.