英语论文网

f the company.
2) U.K. had made summarizing amendments of the company act in 1948. Especially the annual reporting system, auditor system, offering an approach for the bidder company to acquire the information of the target company through a reasonable method. The major law to regulate the takeover market of the company is《UK City Code》
3) The economic condition of the English companies is fatal to the company bidders after the second World War: on the one hand, due to the U.K. companies do not encourage the distribution of the profit, so that the share value of most English companies are lower than their total value; on the other hand, due to lots of companies maintain the unused depreciation fund during the second World War and large amounts of profit gained after the war, it means that the companies have large amount of cash stocks. Otherwise, the book value of the fixed assets of companies are recorded at the cost during the moment of the war, due to the high-speed inflation after the second World War, the actual value of the fixed assets are much higher than the account value. Under the above mentioned circumstances, the bidder can acquire large amount of profit through the take over of the companies. Otherwise, with the change of the traditional commercial ethics concept, more and more investors ﹑commercial and investment bank participate in the hostile takeover, which makes the financing of the hostile takeover much easier than before. All of above-mentioned factors create a better environment for the growth of hostile takeover in U.K.

U.S.A: The hostile takeover had been transferred from U.K. to U.S.A. In U.S., the takeover is regulated under both the federal and state level, although each set of the regulations have their own specific scope and purpose. Until the first half of the 19th century, the U.S.A. court holds a negative attitude towards one company holding the share of another company. The court said:〝The existence of a company means it shall implement its power and expand capital by its own managers and employees instead of the target company it has controlled.〞 The condition has been improved until 1889: New Jersey State amended its 1888 company act”. Only after 1889, it has been one of the existed powers of the American company to purchase and hold the other company’s shares to control the company.
On the same moment, the “Blue Sky Act” emerged in lots of states in U.S.A. It had paved the way for the free transfer of the equity. And the self-regulation Act of New York Stock Exchange to refuse the shares without voting rights to be listed on the stock market, which also paved the way for that the voting rights should be transferred together with the stocks.
And what we need to pay attention is that: in the《1933 American Security Law》and《1934 American Security Transaction Law》, the Principle of Openness introduced by President Rutherford has been implemented thoroughly. The carry out of the two new laws has declared the establishment of the information disclosure system. It means the bidders can know about the operation condition of their target companies through a reasonable and lawful approach. And all of these new improvements of the law have paved the way for the hostile takeover bid.
China: Hostile takeover and anti-takeover of the companies began from the “Bao-Yan Event” occurred in the September of 1993. It has been half of a century later than the western countries. It is a case happ