公司收购中企业社会责任问题.pdf

Open Journal of Legal Science 法学, 2014, 2, 25-33 Published Online October 2014 in Hans. /journal/ojls /10.12677/ojls.2014.24005 On the Issues of CSR in Company Takeover Hongyi Wang Law School, Sun Yat-sen University, Guangzhou Email: lpswhy@ th th th Received: Sep. 29 , 2014; revised: Oct. 16 , 2014; accepted: Oct. 25 , 2014 Copyright © 2014 by author and Hans Publishers Inc. This work is licensed under the Creative Commons Attribution International License (CC BY). /licenses/by/4.0/ Abstract Considering CSR is a kind of block in company takeover, CSR as a common tool of takeover defense in practice deviates from the legal aim to promote company takeover market and takes advantage of its function in company governance. Nowadays, company takeover law in USA and UK are fol- lowed by most countries to help finding the value of CSR and balancing different interests in judi- cial judgment. In recent years, China’s company legislation drew into CSR while intensifying the protection of company and shareholders, and learned both from USA and UK in company takeover aim and decision model, which in fact excused the management from duties for stakeholders. In China’s practice, it was paid more attention in protecting state owned shares, industry develop- ment, economic safe and national brands, and less in takeover defense for stakeholders through legal ways. Inner control and problems in system of state owned assets, triggered the fighting be- tween the board of directors in target company and the acquirer. It is proposed to increase the power of management in company takeover and consolidate their duties for stakeholder to