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Legal Regulation of anti-takeover of listed companies

Author: HuangKui
Tutor: GuanXiaoFeng
School: China University of Political Science
Course: Legal
Keywords: Anti-takeover Anti-takeover decisions Anti-takeover measures
CLC: D922.294;D922.287
Type: Master's thesis
Year: 2011
Downloads: 124
Quote: 1
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Abstract


Share Segregation Reform greatly improved the relative concentration of the shareholding structure , making the state-owned shares and legal person shares and other non- tradable shares into tradable shares to compete for control of the company will be listed on the consequent fierce hostile takeover events continue to occur will naturally cause the target company's anti-takeover cases continue to emerge , but the existence of the problems of the current legislation regulating anti-takeover . Based on the theories of some major Western countries and the legislative investigation, made ​​a number of recommendations to improve the anti-takeover to improve our legal system benefit . The main text of this article has the following aspects: The first chapter introduces the concepts related to anti-takeover of listed companies , listed companies and thus indicate a reverse takeover of the Target Company to prevent the transfer of control of the company, maintaining the shareholders and other stakeholders interests , conducted a series of defenses to thwart a hostile takeover or behavior . Then introduced the anti-takeover regulation theoretical basis that the anti-takeover mechanisms can be raised and to some extent, the negative value of the acquisition , the acquisition of legislation should play an active role in seeking and protecting the interests between the interests of shareholders of the company's goals equilibrium point . The second chapter introduces the United States, Britain , and Germany 's anti-takeover laws and regulations overview, each country reason to take their different modes has its deep historical , economic and cultural backgrounds through a comparative analysis of the three legislative draw the . Transplantation of these systems in our country should be based on its national conditions , while , as a deep understanding of their actual shareholding structure is relatively concentrated , \The third chapter introduces the practice and status of anti-takeover legislation our country, our only problem arising in practice have a full understanding to do the right remedy , so this chapter perfection found in the information disclosure system and legislation through the understanding of the status of anti-takeover market standardize the management of the target company 's anti-takeover obligations , legality verification and anti-takeover measures such as punishment mechanism and improve the system of judicial relief aspects still to be solved. Chapter IV for the above problems put forward some sound advice. Implementation should be considered four aspects , namely, the principle of anti-takeover , anti-takeover decision-making power distribution , anti-takeover measures to determine the legality of their standard anti-takeover shareholder rights judicial relief . In principle should affirm the value of the company acquired , and be sure the space anti-takeover legislation , strengthen fiduciary duties of directors of the target company to protect shareholders' interests. In the distribution of anti-takeover decision-making can be integrated in accordance with the content matter and anti- chronological acquisition proceed. Anti-takeover measures strictly uniform legal standards of legitimacy . Perfect anti-takeover shareholder rights judicial relief mechanisms and dispute settlement mechanisms .

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CLC: > Political, legal > Legal > Chinese law > Financial Law > Securities and Management Act
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