On The Anti-takeover Behavior Of The Listed Companies

In 2015,Baoneng department began to purchase a large number of shares of Vanke and raised its brand for many times,finally becoming the largest shareholder of Vanke.Due to the unequal strength of the two sides and the strong opposition of Vanke's management,the case has attracted wide attention.The acquisitions of listed companies is an important means of reasonable allocation of market resources,also is a kind of effective way to enterprise expanding rapidly,but in practice there are also some malicious buyers use leveraged buyouts to delve the target company for the purpose to pursue short-term interests,ignoring the vast small and medium shareholders' interests and the company long-term development.The "barbarians at the gate" aroused the heated discussion on the anti-takeover behavior in the theoretical and practical circles.However,the legal norms of anti-takeover behavior in China are not very perfect,and many theoretical studies mainly refer to the west.However,due to the particularity of China's national conditions,many theories are not suitable for the current development of China,so the research on anti-takeover behavior is not in-depth.The first chapter of this paper will clarify the causes and consequences of the "treasure war" and summarize the three focal issues.The next three chapters will respectively discuss the three focus issues: the legality of anti-takeover behavior,the ownership of the right to decide the anti-takeover behavior of the target company,and the legality of anti-takeover measures.Firstly,many scholars have different views on the legality of anti-takeover behavior.Supporters argue that anti-takeover action can deter short-term buyers and help ensure the company's long-term growth.Opponents believe that the company's management will take anti-takeover measures at any cost for the purpose of self-protection,which obviously violates the principle of putting the interests of shareholders first.Secondly,for the ownership of the anti-takeover decision,the theorists can not reach a consensus.Board determinism holds that major decisions affecting the development of a company should be left to a board of directors who are familiar with the company's affairs and have stronger professional abilities.Shareholders' meeting determinism holds that all shareholders are the true owners of a company,and that "owners" should have a greater say in what they do with their assets.In addition,many listed companies will adopt a series of anti-takeover measures such as shark repellent clause,parachute plan,white knight and Pac-man defense when facing hostile takeover.In judicial practice,the feasibility of different anti-takeover measures is also worth discussing.This paper mainly combines Vanke's successful counterattack against Baoneng's acquisition,summarizes relevant research data at home and abroad,and gives some practical Suggestions and insights based on the existing research results.