A Study On The Legal Regulation Of Hostile Takeover Of Listed Companies

The purpose of this study is to analyze the legal regulation of hostile takeover of listed companies and its existing imperfections,and to give targeted improvement strategies.Therefore,this paper first expounds the meaning and characteristics of hostile takeover,the motivation and value of hostile takeover,and on this basis,analyzes the construction status and problems of hostile takeover information disclosure system,the status and problems of minority shareholders' interest protection system in hostile takeover,and the legal provisions and problems of anti-takeover in hostile takeover.Finally,some suggestions are given to improve the legal system of hostile takeover of listed companies in China.Specifically,the acquisition of a listed company refers to the behavior of investors purchasing the shares issued and listed by the joint stock limited company in accordance with the law,so as to obtain the control rights of the listed company.Companies generally include two types of acquisitions,one is bona fide takeover,the other is hostile takeover.These two acquisition methods have their own characteristics.Bona fide takeover,as the name implies,is friendly and negotiated in advance.This acquisition is agreed upon by the management of the enterprises of both sides,such as directors,managers,shareholders,etc.,to achieve the transfer of control rights of shares through friendly negotiation and transfer of shares;and hostile takeover refers to the acquirer bypassing the target company.The management or the target company management does not agree not to allow the acquisition of the enterprise company from other decentralized shareholders.Hostile takeover is opposed to bona fide takeover,and the buyer and the management of the target company are not an agreement,but an antagonistic relationship.Hostile takeover brings opportunities and opportunities for the expansion of the scale of enterprises,and social resources can also optimize them,and play an objective role in supervising and motivating the management of modern corporate governance.Another angle can be understood as that hostile takeover can be bought by bidding to shareholders for shares without the management of the target company,and then it can be taken over.The whole company,and in the hostile takeover process is also widespread infringement phenomenon.Under the above background,the author triggers the motivation of the author to study this topic on the topic of "Research on the legal Regulation of hostile takeover of listed companies".The author believes that in dealing with the value function of hostile takeover,we can not completely negate it because it will cause the impact of securities market and harm the interests of minority shareholders.The key lies in how to perfect the system of compulsory offer,the system of shareholder withdrawal,the system of compulsory acquisition of residual stock and the mechanism of litigation relief(shareholder subrogation litigation,shareholder direct litigation)and the choice of anti-takeover decision-making power mode.Play a positive role in hostile takeover.