Research On Legal Regulation Of Hostile Takeover Of Listed Companies

With the continuous deepening reform of China's capital market,the era of capital circulation has come comprehensively,and the acquisition behavior of listed companies will also be more frequent.The acquisition cannot avoid malicious attributes,and China's "Company Law","Securities Law" and its related laws do not clearly define the hostile takeover,so that the target company is overwhelmed or over-excited in the face of hostile takeovers.At the same time,with the integration of the world economy and the continuous expansion of capital,hostile takeovers will become more frequent.How to regulate malicious acquisitions within the scope of the law without damaging the enthusiasm of investors is an urgent problem to be solved in the capital market.Through the use of comparative analysis,the author analyzes the origins of hostile takeover development in the United Kingdom,the United States,Japan and China,and finds that the factors affecting hostile takeover are mainly as follows: Please see the Chinese abstract for details.Through the literature analysis method and the case method,the main problems in the hostile takeover in China are analyzed from the perspective of the case: Please see the Chinese abstract for details.Please see the Chinese abstract for specific issues.In response to the above problems,first of all,the article improves the ownership structure of China from the perspective of establishing a single cross-shareholding mechanism and introducing a two-tier equity structure.Secondly,it increases the anti-acquisition clause in the Articles of Association of Listed Companies and reduces the illegality in the articles of association of listed companies.The design of the terms;In addition,China's "Company Law" newly revised 142 provisions on the company's share repurchase regulations have been specifically revised to provide a new perspective for the prevention of hostile takeovers.Thirdly,at present,China's penalties for information disclosure on listed companies are unreasonable.It is recommended to improve its penalties and change the relevant penalties from fixed penalty to proportional punishment.Finally,improve the system of independent directors in China,and clarify the selection and responsibilities of the board of directors.Figure 0;Table 0;Reference 51.