A Study On Legal Issues Of Anti-Takeover Measures In Hostile Takeover

With the development of China’s capital market,the acquisition and merger activities among listed companies have become more and more active.The "battle of bao wan" in recent years is a microcosm of China’s anti-takeover.This paper will analyze the existing anti-takeover legislation in China and draw lessons from the representative legal systems of foreign developed countries to put forward some suggestions for the improvement of anti-takeover law in China.This article proceeded along the following train of thought:The introduction introduces the research background and significance of the topic by introducing the "battle of bao wan",and introduces the domestic and overseas research status,research methods,contents and innovations of the paper.Chapter one mainly deals with the theoretical basis and value judgment of hostile takeover and anti-takeover.This part introduces the concept of hostile takeover and anti-takeover and the types of anti-takeover measures,analyzes the legal basis of the anti-takeover system,then puts forward the value and significance of the anti-takeover system in China through the dialectical analysis of the value orientation of anti-takeover.The second chapter focuses on the analysis of China’s existing anti-takeover claim basis and points out the current problems in China.First,the ascription of the anti-takeover right is not clear;second,the legality of anti-takeover measures are insufficient;third,the rights of small and medium-sized shareholders relief mechanism is not sound;fourth,the system of dual-class share structure is not perfect.The third chapter mainly studies the legislation of foreign developed countries,through studying the legal systems of the United States,Britain and Japan,discussing their respective advantages and experiences,so we can draw inspiration from it for the improvement of anti-takeover legislation in China.On the basis of previous analysis and discussion,the fourth chapter puts forward some suggestions and solutions to the above four problems.