Research On Several Legal Issues Of Hostile Takeover

In the dangerous capital market,capital is the key chip to win.Capital tycoons often use a large amount of funds to restructure or merge other listed companies so as to achieve a better capital structure.With the flourishing of M & A market,the mode of M & A is constantly reforming,from the early dominant tender offer to coexistence of friendly and malicious acquisition,the means of acquisition also become more complicated.Generally speaking,it can be considered as “friendly acquisition” if there exist a clear intention to cooperate with each other among relevant listed companies,and the target company is willing to transfer the actual corporate control to the acquiring party.On the contrary,some target companies refuse to hand over corporate control,however the acquiring company make forced acquisition.This is called “malicious acquisition”,which is "barbaric".Currently,only the United States has a relatively in-depth study on malicious acquisition around the world.In China,the research on malicious acquisition is insufficient,both theoretically and practically.The vital problems confronting our country are how to identify malicious acquisition,how to evaluate its rationality and legality in the capital market,how to guarantee the legitimate rights of all parties,how to treat the emerging malicious acquisition in Chinese capital market,and how to draw lessons from the U.S.about malicious acquisition practices.Based on the above-mentioned problems,this paper discusses the definition of malicious acquisition,the relevant legal practices of both America and China,as well as the attitude towards malicious acquisition,with the purpose of organizing the history of malicious acquisition,analyzing its evolution rules under economic law,and exploring the approach to locate,develop and improve malicious acquisition in China.