The Research On The Regulatory Attitude Of Anti-takeover Provisions In Articles Of Association Of Listed Companies

Listed companies set up anti-takeover clauses in the articles of association that originated in the United States.As an important means to resist hostile takeovers,anti-takeover clauses played a role in protecting the company's normal operations and protecting the interests of shareholders.With the occurrence of the Bao wan dispute in 2015,a large number of listed companies appeared as frightened in their articles of incorporation to include provisions on anti-takeover measures to resist the “barbarians at the gate”.Facing this situation,both the public speech of the spokesperson of the China Securities Regulatory Commission and the frequently-issued letter of recommendation from the China Securities Small and Medium Investors Service Center all conveyed the supervisory authorities' stringent regulatory attitude toward the terms of the anti-takeover measures in the charter of listed companies.This paper analyzes the tendency of regulatory attitudes by analyzing the legality of the anti-takeover measures and studies the reasons for the formation of regulatory attitudes.The introduction is an overview of the background of the research.Based on the literature review of Chinese and foreign languages,this article introduces the innovation points and specific research methods that will be used.The first chapter of this article first reviews the game history of the acquisition and anti-takeover of listed companies in China's capital market,and points out the significance of clarifying the validity of the anti-takeover provisions of the articles of association in the increasingly fierce capital war.Secondly,through public information,I found that China's regulatory authorities generally have a negative attitude towards the legitimacy of anti-takeover clauses,and thus proposed the research objectives of this article.The second chapter is a summary of the common types of anti-takeover provisions of the listed company's articles of association and the corresponding legal analysis.The first part summarizes the five common types of collected anti-takeover measures.The second part starts with the study of the autonomy space of the company's charter,starts legality judgments on the common types that are summarized.The comparison of attitudes leads to the conclusion that the supervision attitude has become more strict.The third chapter explores the reasons for the strict supervision of anti-takeover clauses in China.I explain the phenomenon from the three perspectives of the political mission of deepening the reform of state-owned enterprises,the more concentrated characteristics of the equity structure of listed companies in China,and the high average price-earnings ratio of China's securities market.The fourth part of this article is the conclusion chapter.On the basis of summarizing the foregoing discussion,I puts forward my own opinions on how to govern the anti-takeover clause and conclude the limitations and shortcomings of this article.