上市公司反收购决定权归属问题研究

随着我国股权分置改革的推进,我国证券市场面临全流通的环境,收购与反收购之战将更加激烈。反收购作为证券法中的一项重要制度,我国法律对此没有明确规定,在实践中容易引发各种问题,也不利于保护证券市场上各利益相关方的权益。上市公司反收购决定权归属问题关系到多方利益,在反收购过程中尤为重要,在借鉴英、美、德三国决策权归属问题后,联系我国《公司法》的相关规定,对我国上市公司反收购决定权问题进行研究。

A Study of the Listed Corporations Policy- making Right for Anti-buying

With promotion of split share structure reform in China, the stock market will face a full circulation of the environment and the acquisition and anti-takeover war will become more intense. However, as an important part in the securities law, the anti-takeover system has not been regulated clearly in our country, therefore, leading to various problems in practice and not conducive to the protection of all the rights and interests of stakeholders in the stock market. Especially it is more important in the process of anti-takeover that the Listed Corporations＇Policy- Making Right for Anti-Buying, because it relates to all aspects of interests. The author, with the introduction of the American law, the British law and the Germany law about the policy-making right for anti-buying, and combining with the relevant regulations of Company Law, she attempts to give a brief account of the anti-takeover decision-making power executes in Chinese.