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The Research on Regulation of Takeover Defense

Author: ZuoWenJia
Tutor: LiuChengZuo
School: China University of Political Science
Course: Comparative Law
Keywords: Anti - takeover Shareholder Board of directors Management Conflicts of interest
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 58
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Abstract

Anti-takeover behavior of a series of measures taken by the Company's Board of Directors and management to resist the acquisition; The Takeover behind internal shareholders and board of directors of the target company, the fierce conflicts of interest between management. This article from the Delaware case law established the legal regulation of anti-takeover rules, the systematic analysis of the reasonableness of the internal conflicts of interest in the coordination of the Target Company. Therefore, this article is divided into the following five parts: the first part is articulated acquisition and reverse takeover basic connotation of behavior, classification, development history, and theory. The takeover is divided into goodwill, acquisitions and hostile takeovers, hostile takeover act against anti-takeover; including anti-takeover behavior prior anti-takeover and anti-takeover behavior afterwards. Support for acts of anti-takeover theory theory of bargaining power hypothesis and stakeholders; against the theory of the market for corporate control theory. This paper argues that the acquisition and the anti-takeover act against the interests of the target company and shareholders, the law should be a certain degree of regulation both. The second part of the analysis in the fierce conflicts of interest between the anti-takeover behavior behind the target company board of directors, management and shareholders and their root causes of conflict. This conflict of interest stems from the agency cost problem of modern corporate ownership and control of phase separation, this conflict of interest is particularly intense in the anti-acquisition decisions. The one hand, the success of a hostile takeover will result in the change of control of the company, the company's board and management in the face of a hostile takeover Based keep the motives of their own posts and the implementation of anti-takeover; On the other hand, the Board of Directors of the Company's anti-takeover behavior is may cause to support the acquisition of the shareholders lose the opportunity to get the equity premium, so that the damage to the interests of the shareholders of this part. This paper argues that the anti-takeover regulation should be based on the protection of the interests of the target company and shareholders conflict of interest and coordination between the Board and the shareholders of the target company, focused on to play a supervisory role of the Board of Directors of the management, the board of directors really work for the company and shareholders the interests of the service. The third part of the system describes the legal regulation established by the Delaware anti-takeover rules of classical jurisprudence. These precedents Unocal Corp. v. Mesa Petroleum, Revlon Inc. v. Mark Andrews Reese Forbes Holdings Limited and Paller Monte Communications Inc. v. Time Inc., and pure Unocal Corp. v. American General Insurance Company. In these precedents, the Delaware courts recognize the powers of the board of directors of the target company implement anti-takeover behavior, and the business judgment rule applies to the behavior of the anti-takeover. But ask the board to prove not motivated by anti-takeover of their self-interest, but to the interests of the target company and the shareholders, and the proof of its implementation of anti-takeover reasonable and quite. Jurisprudence also establishes the auctions obligations of the board of directors of the target company. The fourth part of the analysis established in the jurisprudence of the Delaware anti-takeover regulation rules on conflict of interest between the target company's shareholders and board of directors and the management coordination. This paper argues that these rules reflect the corporate governance philosophy of the American Board of centrism, in coordinating internal conflicts of interest of the target company based on the play to the positive role of the board of directors in the decision-making of the anti-takeover, prompting a reverse takeover of its oversight of management behavior, to protect the company and shareholders interests. Delaware anti-takeover regulation mechanism gives a wide board of directors of the target company's anti-takeover rights, anti-takeover of the board and management behavior is relatively tolerant enough of the protection of the interests of shareholders in a reverse takeover. The fifth section discusses the Delaware anti-takeover law regulation mechanism referential significance on China's anti-takeover legislation. The one hand, the anti-takeover provisions in our country is also very simple and general needs to draw on proven experience in the United States to further refine; On the other hand, the concept of corporate governance and mechanisms, the situation of the country there are different from the United States at China on the anti-takeover legislation may not copying the experience of the United States. Anti-takeover regulation mechanism of Delaware corporate case law established expectations in our anti-takeover legislation put forward constructive comments.

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