Research On The Resistance Of Listed Companies To Acquisition

The dispute over the control of the acquisition of a listed company and the anti-acquisition is a commercial act and a manifestation of the vitality and vitality of a national securities market.The interest game between the target company and the acquirer is an important means of replacing the poorly managed and inefficient operators,reducing production costs,and maximizing fairness and optimal allocation of social resources under the modern corporate organizational framework of property rights and management rights.The market mechanism of the survival of the fittest,the strong acquisition of the acquirer can force the company's management to strengthen internal management through rectification,etc.,and may also prompt it to fight back to protect its inherent interests such as income or rights,and it is easy to acquire various defense measures.It is a tool used by company management to maintain its position.At this time,it is particularly important to strengthen the supervision of acquisitions,especially the acquisition of defense measures on the edge of the law.As for China's current legislative system,although the acquisition and anti-acquisition have formed a relatively complete normative system such as the“Company Law”,“Acquisition Management Measures” and “Listing Rules”,most of them are formulated by the securities trading regulatory layer.The trading rules have lower legal ranks and weaker generality.With the development of capital market,the economic trend of more and more normalization of the controversy between takeoverand anti-takeover control is seriously inconsistent.In practice,listed companies such as Bao wan controversy in 2015,ST biochemical tender acquisition in 2017 and Hai li Biological Regulations Violation in 2017 resisted the hot acquisition events.While highlighting the vitality and vitality of the securities market,various acquisition defense tactics hovering on the edge of the law also expose the lack of a systematic regulatory system,especially the lack of supervision against suspension of temporary acquisitions that may alienate.Suspension is a basic right of listed companies,which has the functions of protecting investors' fair access to information,preventing insider trading,and abnormal stock price fluctuations.The use of suspension to resist acquisitions is a Chinese-style acquisition defense method derived from China's securities market,bringing the acquisition of listed companies and anti-acquisition into a new stage,and further placing the regulatory difficulties of market dynamics in front of regulators.Compared with overseas countries and regions such as Hong Kong and the United States,where the suspension system is relatively mature,China's domestic suspension system is weaker and often ignored by investors.Arbitrary suspension has become one of the persistent problems that have plagued the stock market for a long time.If we can not formulate the appropriate regulatory rules in time,it is easy to fall into the chaotic situation of rent-seeking and non-compliance by all parties.As for the suspension system in our country,although,on January 1,2018 and November 6,2018,the Securities Regulatory Commission further explained its responsibilities,business processes and basic principles in dealing with the suspension and reinstatement business in the "Stock Exchange Management Measures" and "Guiding Opinions on the suspension and reinstatement system".On December 28,2018,Shanghai and Shenzhen Stock Exchange respectively issued "Guidelines for Restructuring and Restructuring Business on Major Matters" and "Guidelines for Information Disclosure No.2",which called for strengthening the prevention and control of insider trading and self-examination in the process of restructuring transactions.Although with the efforts of all parties in the supervision,the generalsituation of stock market suspension has been rectified.but generally speaking,there are still some problems to be solved.There is still a strong demand from all sides of the market to strengthen the supervision of suspension and to distinguish between "real restructuring" and "fraudulent restructuring".This paper is divided into three parts: The first part takes the basic theory of listed companies against acquisitions as the entry point,and reflects on the necessity of acquisition defense from the value level.At the same time,the risk points of the main acquisition defense measures adopted by listed companies under the existing regulatory system are summarized to clarify the deficiencies of China's acquisition defense regulatory system.In the second part,the typical case of anti-takeover by suspension is taken as the breakthrough point.It is pointed out that suspension has become an important measure for listed companies to snipe and delay the process of merger and acquisition.Without strengthening prevention and control,it is easy to fall into the situation of rent-seeking of all parties and discuss its legitimacy and applicability.In the third part,on the basis of summing up mature experience abroad and reflecting on the shortcomings of China's normative system,puts forward suggestions on how to strengthen the supervision of suspension system in China from relief,supervision and other aspects.