Studies Of Validity On Anti-takeover Provisions Of The Charter Of The Listed Corporations In China

Anti-takeover provisions should be of particular value to hostile takeover of listed companies. In the fight of the anti-takeover, the target corporation considers the corporate charter as an important defense. This paper adopting the approach of comparative law, law interpretation reviews and analyzes the validity of anti-takeover provisions in listed company and put forward some proposals and suggestions based on the actual circumstance of China.In the practice, the anti-takeover provisions that have been widely used include super-majority provision, staggered board provision, restrictions provision on the qualifications of directors and stock repurchase, while fair price amendment and other provisions were not applied. There are many problems of the anti-takeover provisions that has been used. I chose two ways from the corporate charter and the theory of anti-takeover of listed company to look on the validity of the anti-takeover provisions. To be concrete, the validity of the anti-takeover action using the corporate charter by target corporate directorate depends on whether abides these principle: not against compulsory norm; legality of procedure; the attentive and loyalty obligation of director; protection of shareholders and taking into account the interest of society. Under the guide of the above principles, I researched the validity of familiar behaviors adopted by the target corporation and drew the conclusion.The incomplete, opened corporate charter brings a great deal uncertain factors to the fight of takeover. I hope confirm the system space of the various anti-takeover provisions, in order to seek proper legal regulation limits.