Title: Regulating takeover defences in China: the UK model in books and the US model in action

Authors: Juan Chen

Addresses: Research Institute, Shenzhen Stock Exchange, 2012, Shennan Road, Shenzhen, China

Abstract: This paper argues that the Chinese regulation of takeover defences converges with the UK regulatory approach 'in books'. However, due to the absence of enforceable rules, the Chinese law resemble the US law in action by leaving considerable room for management to adopt defensive measures. The conclusion is further supported by an empirical study of embedded defensive measures used in Chinese company constitutions, as well as post-bid defensive measures used in Chinese practice. Moreover, the paper touches upon an interesting and important issue: divergence generated in the process of legal transplantation.

Keywords: takeover defence; business judgement rule; board neutrality rule; embedded defensive measures; China; UK regulation; United Kingdom; USA; United States; takeovers.

DOI: 10.1504/IJCG.2014.062345

International Journal of Corporate Governance, 2014 Vol.5 No.1/2, pp.43 - 82

Received: 02 May 2013
Accepted: 21 Feb 2014
Published online: 30 Apr 2015 *

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