Hostile takeovers and anti takeovers of the target company are ??? 10

A hostile takeover, also known as a hostile takeover, is an acquisition by an acquiring company without the permission of the board of directors of the target company, with or without the consent of the other party. The parties used various offensive and defensive strategies to complete the acquisition, and hoped to obtain a controlling stake and become the majority shareholder. Among them, the strong antagonism of the two sides is its basic characteristic.

Unless the target company's ** liquidity is high and can be easily absorbed in the market, it is difficult to acquire. Hostile takeovers can lead to surprise takeovers. Acquisition companies that engage in hostile takeovers are often referred to as "black knights".

Classic case: On the morning of December 13, 2004, Oracle's hostile takeover of Renke is an example. On the same day, the two companies announced at the same time that Renke agreed to be acquired by Oracle for $10.3 billion in cash per share.

From the perspective of the acquisition process, from the formal decision to complete the acquisition, Oracle has made five adjustments to the acquisition**, from the initial $6.3 billion to $7.3 billion, then to $9.4 billion, then to $7.7 billion, and finally to $10.3 billion, which lasted 18 months.

Legal Analysis: 1) Cross-shareholding.

The current domestic law does not prohibit listed companies from holding shares with each other, so listed companies can achieve the purpose of defending against hostile takeovers by reaching agreements with more trusted companies to hold each other's shares and ensure that there is no equity transfer in the event of a hostile takeover.

2) Employee stock ownership.

This is designed based on the consideration of dispersed equity, and the listed company can encourage internal employees to hold the company's **, and at the same time set up a corresponding ** club to control and manage. In the event of a hostile merger, if the proportion of employee shareholding is relatively large, a part of the company's shares can be controlled, which can enhance the decision-making control of the enterprise and increase the difficulty of the hostile merger and acquisition.

3) Phased and hierarchical board of directors system.

The purpose of this system is to maintain the stability of the company's board of directors and thus serve as a defense against hostile takeovers. The Company Law and the Guidelines for the Articles of Association of Listed Companies do not prohibit the system of graded boards of directors in stages, but rather give the right to implement the tiered board system to the board of directors and the general meeting of shareholders of listed companies. To a certain extent, the stability of the board of directors is conducive to the long-term development of the company.

A listed company may use in its articles of association that a director shall not be removed from office without cause at a general meeting of shareholders before the expiration of his term of office, and at the same time add a self-made clause: "If a director violates laws, regulations and other normative documents or the articles of association, the general meeting of shareholders shall remove him from his position before the expiration of the term of office of the director, and the number of members of the board of directors shall not exceed the number of members of the board of directors per year, which means that even if the acquirer owns an absolute majority of the company's equity, it is difficult to obtain control of the board of directors of the target company." As a result, it is impossible for the acquirer to restructure the target company immediately.

Legal basis: Anti-Unfair Competition Law of the People's Republic of China Article 6: Business operators must not carry out the following confusing conduct, leading people to mistakenly believe that they are the goods of others or that they have a specific connection with others: (1) Unauthorized use of marks that are identical or similar to the names, packaging, decorations, and so forth of commodities that have a certain influence on others; (2) Unauthorized use of another person's influential enterprise name (including abbreviations, trade names, etc.), names of social organizations (including abbreviations, etc.), names (including pen names, stage names, translated names, and so forth); 3) Unauthorized use of the main body of a domain name, ** name, web page, etc., where others have a certain influence; (4) Other acts of confusion that are sufficient to lead people to mistakenly believe that they are the goods of others or that there is a specific connection with others.