论文部分内容阅读
在股市全流通背景下,公司控制权的争夺将日趋激烈,这必然会引发诸多恶意并购行为的发生,与恶意并购相伴而生的常常是目标公司管理层的反收购举措,而对并购企业并购意图不明或目标企业管理层对其并购行为持反对态度的情况下的强行并购,目标企业管理层将举起抵抗的武器,在法律允许的范围内,应用一种或数种反收购策略回击。但是我国《公司法》、《证券法》对上市公司反收购都没有涉及,仅在证监会制定的《上市公司收购管理办法》中有极少数条文对其加以规定,而且是不充分、不完善的,这在一定程度上造成了我国上市公司反收购实践的混乱状态。本文将主要结合《上市公司收购管理办法》第三十三条的规定对我国上市公司反收购决策权的归属、目标公司可采取的反收购措施、目标公司董事会在采取反收购措施时应承担的义务及其违反义务应承担的法律责任三个方面进行论述,指出现有立法中存在的不足,并对其如何完善提出建议。
In the context of the full circulation of the stock market, the contention of corporate control will become increasingly fierce, which will inevitably lead to many malicious mergers and acquisitions, accompanied by malicious mergers and acquisitions is often the target company’s anti-takeover measures, and mergers and acquisitions M & A Unidentified or forced mergers and acquisitions in which the target enterprise’s management opposes its M & A activity, the target enterprise’s management will lift up the arms of resistance and apply one or several counter-acquisition tactics to the extent permitted by law. However, the “Company Law” and “Securities Law” of our country are not involved in the anti-takeover of listed companies. There are very few provisions in the Measures for the Administration of the Takeovers of Listed Companies, which are formulated by the CSRC, and they are inadequate and imperfect This, to a certain extent, has caused the chaos of the anti-takeover practice of China’s listed companies. This article will mainly combine the provisions of Article 33 of the Measures for the Administration of Takeover of Listed Companies on the vesting of the anti-takeover decision-making power of the listed companies in our country, the anti-takeover measures that the Target Company may take, the undertakings that the Board of Directors of the Target Company should take when taking the anti-takeover measures Obligations and obligations of breach of obligation should bear the responsibility of the three aspects discussed, pointed out the existing problems in the legislation, and how to make its recommendations.