Legal Regulation Of The Articles Of Association Of Anti-takeover Provisions

The articles of association of the company anti-takeover provision is a typical legal transplantclause. In the takeover of listed companies, the target company is through the formulation of thearticles of association of the company, in order to prevent or resist the hostile takeover. Becauseour country company law and other laws and regulations to the listed company of anti-takeoverprovisions relatively less, lead to practice using the anti-takeover articles of the circumstance ismore obvious. Therefore, it is necessary to discuss the articles of association of the company anti-takeover provision about the validity of research, in order to obtain the legal regulation way.The first part, the legality of anti-takeover provisions of the Articles of Association study.This article is from the basic theory of anti-takeover provisions of the Articles of Association, firstexplained the mandatory articles of association and autonomy distinguish the boundary. Secondly,through the interpretation of the company’s anti-acquisition theory and the theory of corporategovernance, corporate governance perspective, the legal regulation of anti-takeover provisions ofthe Articles of Association to lay a theoretical foundation. The legality of anti-takeover provisionsof the Articles of Association, as well as the extent to which it can prevent a hostile takeover, thesolutions for these issues to improve corporate governance have what significance are discussedhere in.The second part of the study tour of the extraterritorial anti-takeover provisions of the Articlesof Association Law. Due to the large gap between sources of law, civil law and common-lawsystem, the part of the foreign legislation into two parts to explore. Part of the common law system,to explore the relevant provisions of the statutes and case law of the United States, the UnitedKingdom. For civil law, mainly to explore the relevant provisions of Germany and the EuropeanUnion. In contrast system differences as well as differences in the reasons for the formation ofthese countries, concluded, China ought to choose the path and system implementationperformance should be different.The third part of the system of anti-takeover provisions of the Articles of Association,Corporate Governance Perspective Selection of. The feasibility analysis of the part of the departurefrom the status of China’s current anti-takeover provisions in our system of law theory, the first tointroduce anti-takeover provisions of the Companies Act theoretical system, and puts forward the anti-takeover provisions legitimacy criteria, combining theoretical preparation and academicfoundation, anti-takeover provisions of the Articles of Association put forward suggestions forimprovement.