Research On The "Poison Pill" And The Improvement Of China’s Anti-takeover Legislation

With the advent of the era of capital market equity in our country,the control of listed companies has become the focus of the pursuit of capital markets.The dispute over the stake of Vanke-Baoneng occurred in this context is known as one of the most intense and exciting capital battles in China’s capital markets since this century,which has been highly focused and heated by all sectors of society.This battle also reveals that the takeover and anti-takeover campaigns,which take the fight for control rights of listed companies as the main target,will become the new normal phenomenon of China’s capital market.In the face of the hostile takeover by Baoneng,a "Barbarian",what kind of anti-takeover measures Vanke will take to fight a beautiful defense battle has become the focus of the public.Looking at the analysis of Vanke’s equity dispute in previous research articles whose angles are often from the legal standpoint of hostile takeover,the pros and cons of government intervention,the defects of corporate governance,the function of dual-class share structure,the fiduciary duty of directors and the legal boundary of anti-takeover,it can be seen that there is no clear conclusion of the acquisition battle while the multi-party scuffle was in full swing.This paper starts from the results of the settlement of the dispute over Vanke-Baoneng’s equity and aims to reorganize the process of Vanke event in a more comprehensive and objective way.The differences between the foreign country’s anti-takeover legislative system experience with an identification of each pattern’s advantages and disadvantages has been analyzed.Also,the following part discusses the necessity and rationality of the "Poison Pill"introduced in China which has been regarded as the king of the defense.In the case of the financial big dawn to use the secondary market of leveraged funds,introducing the"Poison Pill" in China could achieve the purpose of increasing the choice,protecting the right and improving the say of the target company in dealing with the hostile acquisition.In the face of the fact that the "Poison Pill" is not applicable in our country,it is necessary to meet the legality of the "Poison Pill",which must satisfy the necessary premises for the authorization capital system and allow the stock issue system to have the multi-tier shareholding structure.In other words,from a rational perspective based on the current laws in China the "Poison Pill" operated by acquired lawyers in the United States,Japan and other countries with great power of deterrence has no applicable legal soil in China,however,it is by no means impossible.On the purpose of turning this possibility into reality,the strict legal capital system should be gradually changed to the more flexible authorization capital systems;the commercial law and corporate law should entitle the company’s board to issue the new shares and gradually extend the principle of"Shares of the same class must have the same rights and benefits" to allow the existence of various categories of shareholding structures,such as "double equity structure","three-tier shareholding structure" or "same share with different rights",in order to ease the restrictions on the anti-acquisition measures and provide sufficient legal space for the anti-acquisition activities.In addition,the corporate governance model should be gradually tilted from the shareholder standard to the board policy-making and strengthen the judicial review of the "Poison Pill" should be attached more importance to strengthen.On the basis of this,by perfecting the rules of trust and information disclosure of the board of directors,the operation of the "poison pill plan" is standardized to strengthen the legal effect,therefore successfully achieving the fundamental purpose of improving the legislation of the anti-acquisition in China.