Research On The Listed Company Anti-takeover Descrtion Right

From the "Baoyan Disturbance" in 1993,to the "Baowan Dispute" in 2016 and the "Meinian Health Acquisition Case" in 2018,the phenomenon of hostile takeovers continued to occur.In order to protect the interests of shareholders and the company,the acquired target company will often take anti-takeover measures such as "poison pill plan","white knight" and "shark repellent".However,the implementation of these measures will lead to disputes over the interests of the acquirer,the original shareholders of the target company and the management.The allocation of anti-takeover decision-making power determines the main body and effect of anti-takeover measures,which is related to the long-term development of the target company and the fundamental interests of shareholders.Therefore,it is necessary to build a perfect anti-takeover decision-making power allocation system.I believes that the current "Company Law","Securities Law" and "Administrative Measures for the Acquisition of Listed Companies" have an incomplete system of provisions for the allocation of anti-takeover decision-making powers,including unclear normative content,conflicting terms,unclear rules for the exercise of anti-takeover decision-making powers,and relevant supervision and remedies.The problem of imperfect system.The debate on the value of anti-takeover,the contradiction in the allocation of power within the company,and the insufficiency of the characteristics of my country’s capital market and legal system have caused many practical difficulties.Under this circumstance,it is necessary to improve the system for the allocation of decision-making power in anti-takeover of listed companies,so as to regulate takeover and anti-takeover activities,and protect the legitimate rights and interests of the company,shareholders and other stakeholders.On the basis of combining the legal practice of our country,we can learn from the relevant experience of the United Kingdom,Germany,the United States and other countries to reconstruct the internal power allocation system of the company,grasp the particularity of the anti-takeover measures,and build a new anti-takeover decision-making power allocation system for listed companies,and improve the rules for each subject to exercise the decision-making power of anti-takeover.