A Study On The Legality Of Anti-takeover Measures Of Listed Companies

With the continuous development of China’s market economy and the unprecedented activity of the capital market,the battle of acquisition and anti-acquisition among companies has become increasingly fierce.Acquisition as a company for more effective means of external supervision,it is not only to play the role of a optimize allocation of resources,can also promote the company’s main management actively to fulfill its obligations stipulated by the regulations of the company,but at the same time it also causes many negative impacts,and anti-takeover can to a certain extent,to correct and complement,and adopt legal means of takeover and anti-takeover of listed company governance becomes necessary,make its furthermore fully in the capital market has the role of the play itself.In order to avoid hostile takeover,listed companies usually take preventive anti-takeover measures,while in the face of immediate hostile takeover,the measures adopted are inevitably confrontational.According g to the usual theory,the object of legitimate anti-takeover behavior can only be hostile takeover by the other party,and is to maximize the interests of the target company and its shareholders.But because of many factors,the current capital market in our country is still at the development stage,the relative is not enough mature,in the aspect of the takeover and anti-takeover lack sufficient practical experience,combined with relevant legislation has many imperfections,so this leads to a lot of problems in practice,many target companies act accordingly when takeover defence anti-takeover strategy not only failed to seize the chance to integrate good resources,and even harm the interests of the target company and its shareholders.A review of the legality of anti-takeover measures is therefore crucial.It is from the Angle of anti-takeover measures that this paper discusses the possibility of establishing the legality review of anti-takeover measures in China and the specific system construction.This paper consists of five parts.The first part is the object of legitimate anti-takeover behavior can only be hostile takeover by the other party,,theoretical significance and practical significance,summarizes and analyzes the domestic and foreign research status on the review of anti-takeover measures of listed companies,and explains the research methods,ideas and innovation points of thepaper.The second part is the principles of protecting the interests of the company and shareholders anti-takeover measures.Firstly,the concept of anti-takeover is introduced,and the basic form of anti-takeover measures is introduced.Secondly,this paper points out the connotation and main body of the legitimacy examination of the anti-takeover measures,and discusses the purpose of the legitimacy examination of the anti-takeover measures,that is,to maintain the order of the market then clarifies the ownership of decision-making rights,information disclosure and legal basis,of mergers and acquisitions,and to regulate the behavior of the implementers,to ensure the legitimacy of the measures;Thirdly,the legal supervision theory and the public interest theory are respectively used to further demonstrate the theoretical basis of the legitimacy review of anti-takeover measures.The third part discusses and analyzes the current situation and existing problems of the legality review of domestic anti-takeover measures.Firstly,this paper introduces the status quo of the legality review of anti-takeover measures in China,represented by the company law and the acquisition management measures of listed companies.Secondly,taking the dispute between baoneng group and baoneng group as an example,the anti-takeover measures adopted by vanke to resist baoneng group acquisition are summarized,and the legitimacy of the measures is briefly analyzed.This paper points out the main problems existing in the legitimacy review of the anti-takeover measures,and then clarifies the ownership of decision-making rights,information disclosure and legal basis,laying a foundation for the improvement of the legitimacy review of the subsequent anti-takeover measures.The fourth part is about the legislative practice of anti-takeover measures of foreign listed companies and its enlightenment to our country.Firstly,it analyzes and compares the situation of legislation and supervision outside the region.The acquisition and anti-acquisition laws in the United States are relatively early and sound,and the anti-acquisition model is dominated by the board of directors,while the anti-acquisition model in Britain,Germany and the European Union restricts the decision-making power of the board of directors.Secondly,it points out the enlightenment of the above national legislative model to our country,including that the management pays attention to protecting the interests of the company and shareholders,and that the management should fully fulfill fiduciary duty and informationdisclosure obligation.The fifth part is the suggestion of perfecting the legal examination of listed companies’ anti-takeover measures.Firstly,the principles of anti-takeover measures taken by the target company should be clarified,including the principles of protecting the interests of the company and shareholders,maintaining the stability of market order,the principle of limited freedom and the principle of information disclosure.Secondly,specific measures should be taken to improve the legitimacy review of anti-takeover measures,such as clarifying the ownership of anti-takeover decision-making right,improving the information disclosure obligation of the management of the target company in the process of anti-takeover and improving the way to raise the acquisition management measures of listed companies.