Research On The Influence Of The Establishment Of Anti-acquisition Terms In The Articles Of Association On The Effectiveness Of Corporate Governance

In recent years,the threat of acquisition of Listed Companies in China will become more and more serious.The emergence of external acquisitions has led to the emergence of the anti takeover cases of the Target Corp.Some listed companies,in response to possible hostile takeovers,began to seek some precautionary measures to stifle hostile takeovers in the bud.As a company's constitution,a company's constitution is not only a contract to balance investors' relations with management,but also by adding some clauses in the articles to restrict the behavior of shareholders and board of directors of listed companies.External acquisition is the ultimate goal of obtaining the control of the Target Corp,and the company's control can be well mastered by modifying the company's articles of association.However,whether the introduction of anti takeover clauses in the articles of association has destroyed the effectiveness of corporate governance and whether it has raised the agency cost of the company has been widely concerned by domestic scholars.Based on this,this article on the establishment of anti takeover clauses in the articles have reduced CEO mandatory change probability and CEO change and the sensitivity of performance to become the company's management means of defense,which affects the effectiveness of corporate governance research,in order to legislation and supervision for the anti takeover provisions for reference.In this paper,literature review is used to review the effect of anti takeover clause and the effectiveness evaluation of corporate governance.Subsequently,this paper expounds the background of establishing anti takeover provisions in the articles of association,analyzes the reasons why management uses the anti takeover provisions to maintain control rights,and analyzes the influence of the anti takeover provisions in the articles of association on the effectiveness of corporate governance.On this basis,the research hypothesis of this paper is put forward.Then,in the empirical part,this paper in China from 2007 to 2016 in Shanghai and Shenzhen two city in 2006 before the listing of the A shares of non state-owned listed companies as the research sample,an empirical test using multivariate statistical regression analysismethod,discusses four kinds of anti takeover and anti takeover provisions affect the sensitivity of relationship between terms of the total number of listed companies CEO mandatory replacement and CEO replacement with the performance of the common articles.The study found that the four common anti takeover clauses in the articles of association have different effects on the mandatory replacement probability of CEO and the sensitivity of CEO replacement to performance.(1)stratified board terms,board nomination clauses and absolute majority clauses can significantly reduce the probability of mandatory CEO replacement and the sensitivity of CEO replacement to performance.(2)the cumulative voting system clause does not reduce the probability of CEO compulsory replacement and the sensitivity of CEO replacement to performance.(3)the total number of anti takeover provisions in the articles of association is more,and the defense level of management is deeper.The lower the mandatory replacement probability of CEO,the weaker the sensitivity of CEO replacement and performance.This paper explores the rationality of the articles of association of the common anti takeover provisions set up,contribute to the shareholders and the board of directors to make the right decision to set up anti takeover provisions,the agency problem understanding of enterprise management for multi angle,deep understanding of management's use of anti takeover provisions to maintain control of the driver provides a the theoretical basis.