Research On The Legal Issues Of Hostile Takeover Behavior Of Listed Companies In China

With the eontinuous reform of the share split reform,China's listed companies have shown a separation of ownership and control rights.The management rights and actual control rights are no longer exclusive to the sponsor's shareholders.The company's shareholding structure has become more dispersed with the deepening of the reform.It has stimulated some powerful listed companies to compete for the actual control of the target company through hostile takeovers and quickly achieve capital plunder.Starting from the overview of the theory of hostile takeover behavior of listed companies,this paper sorted out the conceptual characteristics of the hostile takeover behavior,the conditions of identification and the rights and obligations of the hostile parties to the acquisition,with the "Wanbao dispute","Hostile acquisition of Aijian Group and Guangzhou Fund Company" and "Hostile takeover between Zhejiang Tianhong Investment Co.and St.",and analyzed the corporate governance structure of the same stocks in the hostile takeover behavior of listed companies in China.The question of rethinking that China still gives the anti-hostile takeover decision to the general meeting is too conservative and rigid.The study found that the problem of concealment and identification involved in the hostile takeover action and its use of legal provisions to evade information disclosure obligations to existing The challenges brought about by the regulatory system illustrate the high risk of using leverage to eonduct hostile takeovers,and discuss the current situation in which our country's legal and administrative authorities are not in place to supervise hostile takeovers.The United States has given anti-hostile takeover decision-making power to the board of directors of listed companies.China's Taiwan region has adhered to the "priority principle of the board of directors",and the relevant legislative trend has already shifted from "shareholder centralism" to "board centralism." Drawing on the advanced experience of the United States and China's Taiwan region,combined with China's specific national conditions,we will give suggestions on improving the governance system of hostile takeovers of market entities and strengthening the legal regulation of hostile takeovers in the market,and improve the corporate governance structure of the same stocks.Comply with the trend of "national board of directors" in the trend of international legislation,strictly regulate the hostile takeover legal behavior of listed companies from the three aspects of legislation,judicature and administration,especially pay attention to the supervision of concerted actors and leverage,establish a sound information disclosure system,and reduce Information disclosure contacts,from the source to regulate hostile takeovers in the acquisition of capital markets.