论我国反收购制度及困境克服

随着我国股权分置改革的逐步推进,敌意收购和反收购的市场地位将会有所提升,而我国立法明显不足,相关法律只作了原则性的规定。应给予反收购一定的生存空间,完善相关配套制度以维护公司及其利益相关者的长远利益,确立公司收购中董事的诚信义务,防止控股股东滥用权力。

China's Anti-takeover System and Overcoming of the Dilemma

As the separation of equity ownership and trading rights is progressively pushed forward,the market status for hostile takeover and anti-takeover will become more prominent.But China's legislation is keenly inadequate for there are only fundamental stipulations in the related laws.There shall be the survival space for anti-takeover.Therefore,effective measures have to be taken to perfect relevant systems so as to maintain the long-term interests of companies and stakeholders,to define the directors' obligation of honesty in takeover and to prevent the abuse of power by controlled shareholder.