The Legitimacy Border Of The Antitakeover Provisions In The Articles Of Association Of The Listed Corporation In China

The first chapter mainly combs the theory of the anti-takeover of the constitution,introduces the concept and type of the anti-takeover clause,divides the anti-takeover clause into the anti-takeover clause which is the core of the management control right,and increases the acquisition cost As the core of the anti-takeover terms,and as a result of the emergence of China's new anti-takeover provisions were classified,the former mainly include self-defined "malicious" acquisition,limit the number of directors to replace the shareholders to limit the nomination of directors,supervisors and other candidates,Mainly restricting the terms of the shareholders' proposal,restricting the shareholders to convene and preside over the terms of the shareholders meeting.Secondly,the utility of the anti-takeover clause is analyzed,and its positive and negative effects are explained.The second chapter introduces the case of Shanghai Xinmei and Yahua Group,which shows that the judicial referee and the securities regulatory department and the listed company are controversial about the legality of the anti-takeover clause.The third chapter carries on the empirical research to our country's anti-takeover clauses,and analyzes the quantity and proportion of each type of article by searching the articles of the 3046 listed companies in A-share market.Chapter 4 introduces the regulation of anti-takeover terms in foreign countries.The United States includes the 13 D rules in the Williams Act,the Cheff rules,the Unocal rules and Blasius rules formed by the courts during the trial,German and British laws regulate the anti-takeover terms.The fifth chapter mainly summarizes the criteria of the legality judgment of the articles of the listed company in China,and puts forward the judgment from the subjective and objective aspects.First of all,through the discussion of the nature of the articles of association and the nature of the articles of association and the nature of the company law,the objective aspect includes the anti-takeover clause should not violate the mandatory rules and procedures of our law,subjective aspects include the protection of shareholders' interests,directors loyalty diligence obligations And the controlling shareholder of the integrity of obligations,but also from the purpose of impartiality and consideration.The sixth chapter returns to our practice,defines the legitimacy boundary of each type of anti-takeover clause in our listed company,and draws six clauses that restrict the shareholders to convene and preside over the terms of the shareholders' meeting and limit the number of directors to change the number of articles.Of the mandatory provisions of the invalid,to expand the board of directors to take the terms of the anti-takeover measures,the golden parachute,self-defined "malicious acquisition" clause is the scope of the statute of autonomy,but some of the contents of the violation of the directors loyal obligations,the shareholders of good faith obligations,against small and medium investors Interest and ineffectiveness.