Study On Shark-Repellent Provisions Of Company's Charter

Shark-repellent provisions as a takeover defense,are approved by the shareholders'meeting. Usually these provisions are used in companies'articles, including fair price amendments to articles of incorporation, stock repurchase, dual class recapitalization, super-majority, cumulative voting provisions, staged and classified boards of directors and so on.The aim of setting the Shark-repellent provisions is to help the target company in defensing or even defeating the takeover especially the hostile takeover. But as the defensive functions of setting the Shark-repellent provisions, these actions can also bring some negative effects, such as increasing the takeover costs, the waste of social resources, and even weaken the supervision to the management members of the target company, etc. So the related regulations must be set up. At present there are two main kinds of anti-takeover decision-making power pattern. One is"the board of directors decision-making power" pattern in American, another is"general meeting of shareholders decision-making power"pattern in Britain.The thesis give some suggestions about how to set shark-repellent amendments of target company in our country. These suggestions include to adopt"general meeting of shareholders decision-making power"pattern, to regulate the behaviors of"the board of directors"in target company, to set up the system of protecting the interests of the minority shareholders,set up the system of judicial remedies and so on.