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随着资本市场的发展,收购和反收购事件层出不穷地出现在公众的视野里,其牵扯到被收购公司、股东、高管等人的切身利益,由于各方利益诉求的不同,采取反收购措施的决定权归属就变得非常重要。在国际视野下,有三种立法例,笔者认为中国应该采取以董事会决定主义为主,股东大会决定主义为辅的原则。
With the development of the capital market, the acquisition and anti-takeover events emerge one after another in the public’s view, which involves the immediate interests of the companies, shareholders and senior executives of the company being acquired. Due to the different interest demands of all parties, anti-takeover measures It is very important to decide the ownership of. Under the international perspective, there are three types of legislation. The author believes that China should adopt the principle of deciding the domination of the board of directors and supplementing the decision-making of the general meeting of shareholders.