我国对反收购的法律规制借鉴了英国的立法模式,反收购的决定权由股东享有,严格限制了董事的权力。这种立法模式僵硬有余,灵活不足。应充分吸收美国反收购立法中的相关制度,如信息披露、商业判断规则以及相应的举证制度,在我国的法律环境和实践基础上,建立起一套符合自身需求的新的制度。 China’s legal regulation of anti-takeover draws on the British legislative model. The decision-making power of anti-takeover is enjoyed by shareholders and the power of directors is strictly limited. This model of legislation is more rigid and less flexible. We should fully absorb relevant systems in the anti-takeover legislation of the United States, such as the rules of information disclosure, business judgment and the corresponding proof system. Based on our legal environment and practice, we should establish a new system that meets our own needs.