Studies Of Validity On Anti-takeover Article Of The Charter Of The Corporation

There is a full of severe conflict of interest between directors and shareholders,when a corporation is faced with the takeover. The object function is different, and sois the benefit which directors and shareholders pursuit. However, the relationshipbetween the directors and shareholders is not so terrible. In the fight of takeover,shareholders want to sell their stock with a higher price, which is consistent with thedirectors' aim to raise the value of the Target Corporation by carrying out the plan ofthe corporate defense. While facing the hostile takeover, directors and shareholders maycooperate or fight because both same and different interests exist inside the corporation TheCorporate Charter is the most important document, corporate governance andoperating performance is realized by the Corporate Charter. That is to say, the specialposition in anti-takeover is set up by the characteristic of Charter.In the fight of the Anti-takeover, the Target Corporation considers the CorporateCharter as an important defense. Just like the Maginot line, the Corporate Charter is solid todefense the takeover, but the holes still exist. Both sides would refute the other's explanation onvalidity basing on their own theory. Who is right? Corporate law does an authenticinterpretation. Generally speaking, the relationship between corporate law and theCharter is very important, they divide the corporate power into two parts. One isgoverned by the charter, and the other is by the law.I chose a way from the corporate charter to look on the validity of theAnti-takeover. And then I discussed the character and trend of the Corporate Lawbased on the debate of the charter of Ai-shi which is the typical case of Chinesecapital market, and on this basis, the common character of the corporate charter andthe specialty in China have been discussed. To be concrete, the validity of theAnti-takeover action using the corporate charter by the target corporate directoratedepends on whether it abides the Business Judgment Rule, Auction Rule andNo-intervene stockholder congress Rule, which is also the attentive and loyaltyobligation of directorate. I researched the validity of familiar behaviors adopted bythe Target Corporation before its Anti-takeover action under the guide of the abovethree principles. I discussed the validity of judging paths and drew the conclusionfrom the entitative aspect of the fair price provision, purchase-back stocks, classifiedshares and added stocks, and the procedural facet of the concrete procedure of thedirectorate and stockholder congress.The incomplete, opened corporate charter brings a great deal uncertain factors toprivy of the fight of takeover. So, the two parties should be more cautionary. Thevalue of dissertation consists that some ways are provided about the trend ofcorporate legislation and govern from the validity of the theory of system way.