Study On The Effectiveness Of The Anti-takeover Clause In The Articles Of Association

The anti-takeover clause is one of the most effective of the anti-takeover measures,which not only protects the company from hostile takeovers,but also protects the interests of directors and shareholders.The anti-takeover clause originally originated from the wave of hostile takeovers and anti-takeovers on Wall Street in the United States.With the continuous amendment of securities law and company law,the United States has established a mature regulatory system for this clause.Affected by the structure of China’s market economy,China’s anti-acquisition research started late.As China’s stock market has become more and more active,anti-takeover measures have been put on the agenda.Listed companies have revised their articles of association and added anti-takeover clauses.In addition to the definitions of hostile takeovers,they also include shareholder disclosure and absolute majority terms.Some anti-takeover clauses are suspected to transcend the company’s autonomous borders,so how to regulate the anti-takeover clause has become the focus of controversy.This article summarizes the types of anti-takeover clauses at home and abroad,analyzes the types of anti-takeover clauses at home and abroad,analyzes their existence value,and analyzes cases such as Shanghai Xingsheng v.Wang Zhongbin,the dispute between Baowan,and the amendments to the Shenzhen Agricultural Products Corporation Charter.Understand the amendments of the listed company’s articles of association,demonstrate the legitimacy of the listed company’s articles of association regarding the grading of the board of directors,the absolute majority of the articles,the restrictions on the right to propose,the golden parachute clause,and the restrictions on the qualifications of directors,and summarize and summarize the articles of association of the listed company in accordance with judicial decisions and regulatory status Formulate the problems in determining the legal effect of anti-takeover clauses,and put forward countermeasures and suggestions.First,improve China’s legal system of anti-takeover clauses;2.clarify specific standards for anti-takeover clauses;3.improve the review mode of the effectiveness of anti-takeover clauses and establish review The authority belongs to the authority,and the scope of the review is clearly defined.