Research On The Legal Issue Of The Ownership Of The Decision-making Power Of Reverse Takeover Of Listed Companie

With the Implementation of the Reform of the Equity Division,the securities market was fully circulated,and the number of cases of acquisitions and anti-takeovers has soared.This has led to the discussion of legislation on anti-takeovers.The ascription of anti-takeover decision-making power is the basic issue of the anti-takeover legislation,which involves a series of issues such as the decision-making body and the exercise of rights during the anti-takeover process.It has an important influence on the division of rights and balance of interest of the target company.However,our country's laws do not have provisions on anti-takeover legislation.In contrast,European and American countries have clear legal provisions on anti-takeovers and have Established a complete legal system.Therefore,It is particularly important to clarify the ascription of the decision-making right of China's anti-takeovers as well as the exercise of rights by drawing lessons from the foreign legal provisions.This paper adopts the analysis and comparison method,the empirical research method and the literature research method and so on,by analyzing the legislative status quo of China's anti-takeover decision-making power and the problems in practical cases,it is pointed out that our country has the question which the anti-takeover decision-making right is unclear and so on.Based on the relevant regulations of Britain,the United States,Germany,Japan,and other countries,the author proposed that China's decision-making power should be attributed to the board of directors in the construction of the anti-takeover system.With the development of modern companies,there have been a series of changes such as the expansion of company scale,the socialization of shareholders,and the innovation of governance concepts,requiring specialized and highly qualified managers to operate and make decisions.Directors have advantages over shareholders in terms of professional skills,access to information,and timeliness of decision making.Therefore,it is more in line with the development status to put the decision-making power of anti-takeover into the board.The main contents are as follows:The first part:Overview of acquisitions and anti-takeovers.This section starts with the related concepts of acquisition and anti-takeover,eliciting the right of anti-takeover decision-making.At the same time,The author discusses the significance of the research on the decision-making right of anti-takeover from two aspects:the division of company authority and the concept of corporate governance.The second part:The legislative status and practice of the decision-making right of the anti-takeover of the listed company in China.This section analyzes the legislative status of China's anti-takeover decision-making power,points out that there are some problems in the legislation of our country's anti-takeover decision.On this basis,the author combined Wanbao and related cases to analyze the ascription of anti-takeover decision-making power and the legitimacy of the measures.The third part:The legislative model of ownership of decision-making right of anti-takeover in Foreign Countries.Through the detailed description of the legislative process and judicial practice of acquisitions and anti-takeovers in Britain,the United States,Germany and Japan,and analysis of the reasons for the anti-takeover decision-making model.It is points out that the different roots of the legislative model are the differences between "shareholder centeredism" and "board centeredism",and analyzes the pros and cons of two kinds of doctrine in anti-takeover,pointing out that it is more feasible to assign decision-making power to the board of directors.The fourth part:The system construction of our country's anti-takeover decision right.It is proposed that the rights of anti-takeover decisions should be clearly attributed to the board of directors from the legal level.In order to prevent the misuse of directors'rights,their obligation obligations should be clarified,and the channels for small and medium shareholders to remedy their damaged interests should be broadened.Taking into account the social responsibilities and interests of other stakeholders,it is also necessary to establish a protection system for creditors and employees and other stakeholders.