Case playback:

　　During the period from January 12, 2005 to February 10th, A company and its holding company B, in the open market purchase C the United States listing Corporation 19% stake, becoming the largest shareholder of C company. Was forced to ownership, to kill the A company further stock holdings and takeover attempts control of C company, C company announced on February 24th, its board of directors has adopted the stock ownership plan to buy the east. According to the plan, in equity (confirmation is expected to March 7, 2005) each shareholder day record, all will be his holding of ordinary shares to obtain a share. Once a person or group to get 10% or more of the ordinary shares of C company, or an acquisition of C agreement, the owners share (the purchaser except) will have the right to buy C for half price of common stock. In the face of C's "poison pill", A C has failed to company stock holdings, and in 2006 November will be part of C company stock holdings to sell.

　　Intensive analysis:

　　In the case of B company, A, jointly, to C company to implement malicious mergers and acquisitions, C employs a "poison pill" reverse merger. "Poison pill" reverse acquisition effect is very obvious, became one of the most popular antitakeover measures, but its implementation is influenced by the law of the country where the environment. Such as, the United States general provisions of company law, as long as the Usa Inc in the articles of association of the company have a clear authorization, shall enjoy the right of distribution of various types of shares without approval, therefore, poison pills have a market in the United States of america. But with the common law of England was in the "company law" clearly pointed out the poison pills as a reverse merger means not legitimate.

　　China's full circulation market environment changed our country shares a highly centralized, improve the information disclosure degree, reduce the purchase risk, to create the conditions for the hostile takeover, hostile takeover in China's M & A to occupy the proportion will be growing. In order to stabilize the transaction order and protect the interests of the relationship between human rights, China's current hostile takeovers take legal norms of relatively loose, the anti-takeover measures moderate strict. In the face of malicious mergers and acquisitions, target management of enterprises should proceed from the overall interests of the enterprise, according to the specific circumstances and legal requirements to develop and implement feasible reverse acquisition strategy, to reduce the damage to the rights and interests of the shareholders, to avoid improper procedure in reverse merger.

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