Research On The Legal Regulation Of Anti-takeover Provisions In The Articles Of Listed Companies In China

In recent years,with the explosive development of the financial market,mergers and acquisitions of listed companies in China have become increasingly frequent.In order to maintain the stable development of the company,many listed companies set up anti-takeover clauses in the articles of association.However,the forms and contents of anti-takeover clauses in the articles of association of various listed companies in China are of varying quality.In order to make the anti-takeover clause resist the hostile takeover in the reasonable institutional space,it is necessary to take a series of scientific and reasonable measures to perfect the legal system of the anti-takeover clause in the articles of association of listed companies in China.Apart from the introduction,this paper consists of four parts.The first part sorts out the general legal theory of the anti-takeover clause in the articles of association of listed companies.Firstly,the concept and legitimacy of anti-takeover clauses are clarified,and then the value functions of anti-takeover clauses are analyzed from the perspectives of positive and negative functions.Finally the six common types of anti-takeover clauses seen in practice are summarized.The second part explores the legislation status and existing problems of the anti-takeover clauses in the articles of association of listed companies in China.Firstly,sort out the legal documents related to the anti-takeover clauses;Secondly,on the basis of the current situation of legislation,this paper analyzes the main problems existing in the legal system of the articles of association,including the lack of anti-takeover clause legislation,the lack of effective supervision measures,and the difficulty in protecting the interests of minority shareholders.The third part investigates the legal system of anti-takeover clauses in the articles of association of overseas listed companies,including the board of directors decision-making mode in the United States,the resolutions of shareholders’ meeting decision-making mode in the United Kingdom and the supervisory board mode in Germany,and summarizes these legal systems.The fourth part puts forward some perfecting suggestions.Summarizes the legitimacy of the judgment standard of anti-takeover clauses in the articles of association of listed companies,including the protection of shareholders’ rights principle,loyal and industrious management principle,the principle of balancing public interests,and offers the specific rationalization proposal,including construction of anti-takeover clauses in legal rules,perfection of the supervisory system of anti-takeover clauses,and protecting the interests of the minority shareholders.