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of the company. In principle, they uphold the take-over of the company, however, they permit the auction of the company by the management organ to seek for better profits and operation efficiency. People who hold the reserved views take a negative attitude about the take-over of the company. They think take-over will decrease economic performance of the company, and they take an active role in implementing the anti take-over regulation. Totally speaking, scholars who hold the former two views occupy the most part, and who holder the negative view occupy the lease part. However, the U.S. federal laws and states laws adopt the last view.

It seems that all states of U.S. law prejudice the hostile take-over, it has been embodied from the legislation of all states law: they impose restrict regulation in the take-over procedures and limit the hostile take-over. There are two waives of the anti take-over law enactment: First period, from 1968-1982; the second period starts from 1982. Since 1968 the Williams Act had been enacted. All states in U.S. start to draft the legislation about the take-over bid. The first state that enacted the law is Virginia . And until the mid-term of 1970s, nearly all states have implemented their own law regarding to the take-over bid of the company. The obvious features in the legislation about the company’s take-over are as follows: 1) compared with the 1968 The Williams Act, the new law strengthened the bidders’ financial burden, for instance: when a tender-offer is made, the bidder need to get the approval of the states’ court; 2) the bidder should disclose more information about the take-over bid to the public; 3) extend the take-over bid period, etc. All these new enacted law have received the company bidders’ dissatisfaction, some of them went to the court and require the modification of the related states’ laws. After the case of 1982 Edger V. MITE , the Supreme Court of the U.S. declared that the states law have violated the U.S. Constitution. It indicated the beginning of the second round of take-over bid rules enactment. The new round law enactment have regulated hostile take-over bid into the internal affairs of the company, and states’ company law will take charge of the hostile take-over bid. The conclusion of 1987 CTS Corp V. Dynamics Corp of America has received the confirmation of the Supreme Court of the U.S. and two improvements have been made in the new take-over laws :
1) The state’s company law will play the limitation of hostile take-over bid;
2) Permit the management board of the company take anti take-over bid measures if necessary.
At this moment, two distinguished state anti takeover law has become the typical examples for all the other states in U.S.: Anti-takeover law of Delaware and Ant-takeover law of Pennsylvania. The first one can be regarded as a “mild law”, and the latter one has been regarded as the most strict law in the anti takeover law history. Due to it regulated five principles and strict control and limit the hostile takeover of the company in U.S .

B. Three Principles Imposed in Anti Take-over Measures
1) Fiduciary task of the directors and business judgment rule
The duty of directors in U.S. has two major duties: duty of loyalty and duty of fiduciary. And the U.S. law define the duty of fiduciary as: A general cautious person under the same condition, the extent of diligence, care and experience he can pay to his business. You know, dif