Target Board’s Conduct and Shareholders Rights in the Context of Hostile Takeovers in China: A Case Study of Vanke v Baoneng.

Abstract

Vanke, the biggest Chinese real estate developer, has recently become a target of an unsolicited takeover attempt by Baoneng Group. While the battle is still ongoing, practitioners and scholars from all over the world are in waiting on the further development of events. At the moment it seems rather unlikely that the acquisition will be completed. However, if successful, this takeover would be considered a milestone in the advancement of the market for corporate control in China. Thus, a thorough analysis of the Vanke’s takeover as a case study can provide a unique insight into the current state of hostile takeover regulations in China as well as the commercial and societal exigencies associated with the jurisdiction. Underpinning the paper are questions of whether the Chinese takeover regime permits the use of defensive mechanisms and what kind of tactics, if any, are allowed. This paper offers a range of possible responses that the target board can utilise in the face of hostile acquisition constrained by the law and other factors. By examining disclosed corporate documents, primary legal sources, regulatory responses and media coverage, the paper attempts to present not only the existing defences regulations, but also their enforcement in China. Since the battle is not yet finalised, it is difficult to draw definitive conclusions; nevertheless, an exploration of the issues that have arisen can help to understand how the takeover regime operates in the Chinese social, political and economic context. This paper offers a commercially contemporary addition to the M&A scholarship that brings light to the issue of hostile takeovers in China, which is of interest to both business and legal scholars and, more generally, to the global business community.