Research On The Effectiveness Of Anti-takeover Clauses In The Articles Of Association Of Listed Companies

The wave of mergers and acquisitions in the capital market has brought people's attention to the setting of anti-takeover clauses in the company's articles of association.The anti-takeover clause is in essence the revision of the company's articles of association.Although the company's articles of attentiveness is a concentrated expression of the company's high degree of autonomy,there are also many restrictions on the revision of the company's articles of association.Its effectiveness is worth pondering.Therefore,this article studies the effectiveness of the anti-takeover clauses in the articles of association of listed companies in China.This article is mainly divided into three parts.The first part,based on the substance of the anti-takeover provision,proposes four principles for judging the validity of the company's articles of association,namely: it must not violate the mandatory provisions of the law;it must not violate the public order and good customs;it must not violate the essence of the company;it must not violate the principle of equality of shareholders and must not infringe shareholders' inherent rights.In the second part,based on the criteria of validity judgment proposed in this paper,a detailed analysis is made of the terms of the graded board of directors,the super majority clause,the qualifications of the directors,and the clauses of the gold parachute.The following conclusions are drawn: First,in general,the staging The provisions of the rating board's terms are valid,but if there is evidence that the terms of the graded board are graded in order to promote the over-protection of their interests and status,then the clause may be invalid for violating the principle of public order and good customs.Second,the super majority clause violates the essence of the company and is also a challenge to the principle of public order,good customs,and the principle of equality of shareholders,and is therefore ineffective.Thirdly,the clear definition of directors' active qualifications is effective,but the expanded qualifications for director qualifications are not valid for the directors to create restrictions on procedures.Fourthly,the setting of the gold parachute clause will lead to extremely high moral hazards and risks that are in violation of the mandatory regulations of the law.At the same time,it is not conducive to the overall interests of listed companies and is therefore invalid.In the third part,the author puts forward three suggestions for the legislation of anti-takeover clauses,that is,establish the information disclosure system for the anti-takeover clauses of listed companies;improve the function of the casting service center,protect the rights and interests of small and medium shareholders;and improve the remedy provisions of anti-takeover clauses.