我国上市公司反收购之社会责任理论——股东大会中心主义下对股东的支持与保护

The Social Responsibility Theory of Chinese Listed Companies Against Takeover: Support and Protection of Shareholder Under Shareholder Meeting Centralism

随着中国企业社会责任体系逐步建立,社会责任理论在上市公司履行社会责任、应对敌意收购等方面具有重要的社会价值,但其原则性过强和理论引入较晚使得上市公司股东在收购活动中鲜有运用。通过寻求第三方介入、披露企业社会责任报告、完善股东知情权、异议权等权利的综合行使,打破国外通行的反收购措施在中国难以运用的壁垒,促进上市公司收购市场的良性发展,为上市公司股东在收购活动中提供支持与保护。

With the establishment of Chinese corporate social responsibility system, social responsibility theory has important social value in fulfilling social responsibility and dealing with hostile takeovers in listed companies. But its principle is more fundamental and the introduction of theory is too late, which makes the listed company shareholders use it rarely in acquisition activities. Through the comprehensive exercise of seeking third-party intervention, disclosure of corporate social responsibility report, improvement of shareholders’ right to know and right of dissent, the barriers that anti-acquisition measures are difficult to be put into practice in China but popular overseas would be broken, the benign development of listed companies’ acquisition market would be promoted, which provide shareholders support and protection during the acquisition.