毒丸计划的法律分析
发布时间：2019-02-22 07:17
【摘要】： 公司反收购是针对公司收购尤其是敌意收购而言的,指目标公司管理层为了防止公司控制权转移而采取的旨在预防或挫败收购者收购本公司的行为。 毒丸计划被认为是最有效的反收购措施之一。它作为公司反收购的重要手段,在董事会中心主义的美国得到了充分的完善和发展,并通过一系列的判例确立了完整的合法性审查体系。 第五次并购浪潮的兴起和波及,我国上市公司股权分置改革的完成,以及新《公司法》、《证券法》的实施,都预示着我国上市公司收购和反收购活动将而临深刻的变革。2006年9月1日,新《上市公司收购管理办法》正式实施,有关反收购措施的规定依然集中在第33条一个条文上。根据这一条文,对于收购人作出提示性公告之前上市公司董事会实施的毒丸计划在内的反收购措施如何进行适用和规制,仍然是一个尚未解决的问题。 鉴于此,.本文基于对毒丸计划概念及毒丸计划的特点、发展、种类的分析,论证了毒丸计划理论和实证价值。依据我国的市场环境和法律规定,本文对具有客观合法性和主观合法性的毒丸计划如何在我国的法律体系中适用进行了探讨。结合上述分析并借鉴美国成熟市场反收购实践和近乎完善的反收购司法审查体系,针对毒丸计划的合理性和非合理性特点,本文尝试构建和完善我国的商业判断规则,探讨构建对毒丸计划反收购措施的司法审查体系。
[Abstract]:Corporate anti-takeover is aimed at corporate takeover, especially hostile takeover, and refers to the behavior of the management of the target company in order to prevent the transfer of control of the company and to prevent or frustrate the acquisition of the company by the acquirer. The poison pill plan is considered one of the most effective anti-takeover measures. As an important means of corporate anti-takeover, it has been fully improved and developed in the board-centric America, and has established a complete legitimacy examination system through a series of precedents. The rise and spread of the fifth wave of mergers and acquisitions, the completion of the reform of the split share structure of listed companies in China, and the implementation of the new Company Law and the Securities Law, On September 1, 2006, the new "Management measures for the acquisition of listed companies" was formally implemented, and the provisions on anti-takeover measures were still concentrated on the provisions of Article 33. According to this article, how to apply and regulate the anti-takeover measures, including the poison pill plan implemented by the board of directors of listed companies before the acquirer makes an indicative announcement, is still an unsolved problem. In view of this, Based on the analysis of the concept of poison pill plan and the characteristics, development and types of poison pill plan, this paper demonstrates the theoretical and empirical value of poison pill plan. According to the market environment and legal regulations of our country, this paper discusses how the poison pill plan with objective legitimacy and subjective legitimacy can be applied in our country's legal system. Combined with the above analysis and drawing lessons from the American mature market anti-takeover practice and almost perfect anti-takeover judicial review system, aiming at the rationality and non-rationality characteristics of the poison pill plan, this paper tries to construct and perfect the commercial judgment rules of our country. To establish a judicial review system for the planned anti-takeover measures of poison pills.
【学位授予单位】：暨南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91;D922.287
本文编号：2427957
[Abstract]:Corporate anti-takeover is aimed at corporate takeover, especially hostile takeover, and refers to the behavior of the management of the target company in order to prevent the transfer of control of the company and to prevent or frustrate the acquisition of the company by the acquirer. The poison pill plan is considered one of the most effective anti-takeover measures. As an important means of corporate anti-takeover, it has been fully improved and developed in the board-centric America, and has established a complete legitimacy examination system through a series of precedents. The rise and spread of the fifth wave of mergers and acquisitions, the completion of the reform of the split share structure of listed companies in China, and the implementation of the new Company Law and the Securities Law, On September 1, 2006, the new "Management measures for the acquisition of listed companies" was formally implemented, and the provisions on anti-takeover measures were still concentrated on the provisions of Article 33. According to this article, how to apply and regulate the anti-takeover measures, including the poison pill plan implemented by the board of directors of listed companies before the acquirer makes an indicative announcement, is still an unsolved problem. In view of this, Based on the analysis of the concept of poison pill plan and the characteristics, development and types of poison pill plan, this paper demonstrates the theoretical and empirical value of poison pill plan. According to the market environment and legal regulations of our country, this paper discusses how the poison pill plan with objective legitimacy and subjective legitimacy can be applied in our country's legal system. Combined with the above analysis and drawing lessons from the American mature market anti-takeover practice and almost perfect anti-takeover judicial review system, aiming at the rationality and non-rationality characteristics of the poison pill plan, this paper tries to construct and perfect the commercial judgment rules of our country. To establish a judicial review system for the planned anti-takeover measures of poison pills.
【学位授予单位】：暨南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91;D922.287
【引证文献】
相关硕士学位论文 前2条
1 张慧;毒丸计划法律问题研究[D];中国政法大学;2011年
2 郭婧;“毒丸计划”规制研究[D];中国政法大学;2011年
，本文编号：2427957
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