On The Boundary Of Anti-Takeover Clause Of Listed Companies

The articles of association are the company's charter documents,are autonomous,and play an important guiding role in corporate governance and operations.It can be said that the degree of realization of the articles of association to a large extent determine the degree of realization of the company to achieve the purpose.The characteristics of the articles of association determine its special status in the company's economic activities.Therefore,it is necessary to set the anti-takeover clause as a listed company to deal with the hostile takeover weapon.The anti-takeover clause in the articles of incorporation of listed companies will undoubtedly become one of the important tools for listed companies to deal with anti-takeover,and form an important barrier to anti-takeover,especially in the struggle with hostile takeover,The anti-takeover terms set forth in the articles of association of the listed company will emit the light they deserve.At this stage,the anti-takeover measures are becoming more common in the articles of association,but not all of the anti-takeover terms will of course be a legitimate and effective anti-takeover weapon,and of course,when all hostile takeover comes,In addition to the important positive role of the anti-takeover clause built in the constitution,it also has its unavoidable negative effect.Here I will sort out the basic concepts of the anti-takeover clause in the charter,the main types of the existence of the articles,the basic theory of the anti-takeover clause in the articles of association of the listed company,and the important role of the anti-takeover.The anti-takeover clause in the protection of the interests of the target company shareholders,balance the interests of the company's anti-takeover conflict,in line with the current trend of decentralization of shares,fully reflects the autonomy of the company's charter and reduce the positive role of legal disputes to be sure.While noting that it has the advantage of easily damaging the interests of small and medium-sized shareholders and other stakeholders,hindering the external governance role of the company's spur and,in some cases,the management of the interests of the management itself.by determining the applicable principles of the anti-takeover provisions:shareholder equality and protection of the principle of minority shareholders' interests,principles of social welfare and management loyalty and diligence,The decision-making subject of the company's anti-takeover clause is discussed,and the main body of the decision-making model should be adopted in China.Finally,the anti-takeover clause of the listed companies in China is given,the stock repurchase,the fair price,the absolute majority and the board rotation system These are specific types that can be applied,and at the same time clarify the specific circumstances of the "poison pill plan","golden parachute plan" and "scorched earth",which can not be applied outside the boundary of the anti-takeover clause of the listed company.