"Nomination Of Directors The Right To Limit" Anti-takeover Measures, Legal Issues

Listed companies in China, is the emergence of China's economic system irreversible landmark reforms. Shanghai stock exchange and shenzhen stock exchange Appeared in the end of 1990, and listed company of China for more than twenty years' history. Because of reform of non-tradable shares for the company's major shareholders provides a great deal of wealth value-added opportunity, the corporate control market will gradually formed, with development of China's economic, after the financial crisis a new round of acquisition and anti-takeover appear in a mature market economy, and most securities market developed countries are mostly through the legislation of the target company or case anti-takeover conduct regulation. At present, Director nomination of our country have many deficiencies in the legislation, it still have a large gap with the developed countries, therefore, we should try to find a new development pattern in the constant practice.The company's acquisitions by buying a company is to get the company's equity control behavior, whether a limited liability company or joint stock limited company, the company law have given the company shareholders many rights, The exercise of powers of shareholders is through attends the shareholders' meeting, each share held by one vote. Then big shareholders can use their voting rights to choose to a better managers, so as to achieve the purpose of controlling company management. The organization structure of stock company contains company the possibility of anti-takeover under. Because of this takeover target companies operators often contrary intention, therefore, in practice, some companies in the revised articles by anti-takeover provisions, reached into the purpose of the sniper potential acquisitions square. In revision, these articles listed companies have a preference:in the director of the new world, sere to limit the potential acquisitions party gain control company right. At present, in the articles of association of a listed company "shareholder nominated aspects of directors" joins whether legal provisions in the theory and legal practice still save much controversy.This paper on the basis of previous studies, mainly through China's specific anti-takeover practice and legislation are analyzed and studied, and draw lessons from euramerican developed countries mature legislative experience, the legal issues of directors to sere demonstrated through examples. Full text is divided into five chapters, the first chapter, preface; The second chapter, company rules autonomy and Settings " limited of Director nomination " clause restrictions to sere limit; Chapter 3, "limited of Director nomination " sere anti-takeover measures related theory; The fourth chapter, at home and abroad of anti-takeover provisions decision model selection and application; Chapter 5, at home and abroad of anti-takeover provisions decision model selection and application.