Study On Anti-takeover Provisions In Articles Of Association Of Listed Companies

With the convening of the Third Plenary Session of the 18 th CPC Central Committee in 2013,a multi-level capital market system was required.The acquisition and anti-takeover of listed companies are an important part of the capital market transactions.From the first company acquisition in the 1990 s,to the current "Bao Wan dispute","Chengdu Luqiao anti-takeover",etc.,experienced multiple acquisitions storm.Anti-takeover measures of listed companies have emerged in an endless stream.The provisions of the listed company's articles of association that oppose hostile takeovers(“anti-takeover clauses”)are the most important kind of anti-takeover measures,and its legitimacy deserves further study.This article is inspired by the "Chengdu Luqiao Anti-takeover" and intends to explore the legitimacy of the anti-takeover provision in the articles of association of listed companies in China.The full text is divided into five chapters.The first chapter is the introduction,which mainly introduces the basis for the topic selection,the research content,the research methods and the expected research results.The second chapter is an overview of the anti-takeover clauses.It mainly introduces the basic connotation,characteristics and types of the anti-takeover clauses.The third chapter is the theoretical analysis of anti-takeover clauses.It mainly introduces the nature of the company's articles of association,the classification and the boundaries of autonomy,as well as the autonomous boundary and interests of anti-takeover clauses.Chapter 4 is an empirical analysis of the anti-takeover clauses,mainly analyzing the current The status quo of China's anti-takeover legislation,and the use of cases for empirical analysis;Chapter 5 is the judgment of the legality of anti-takeover provisions and regulatory recommendations,mainly introduces the principles of legality judgments,standards and regulatory recommendations.The paper focuses on the analysis of the boundary points between the autonomy of the listed company's charter and the mandatory norms of the company law.Through theoretical analysis and empirical research,the basic principle of judgment of the legality of the anti-takeover clause is obtained: it does not violate the mandatory norms of the company law and does not deprive the company of the relevant subject types.Rights,to provide reasonable rights relief mechanism for small and medium shareholders.The proposals for anti-takeover clauses in the articles of association of the listed company are: perfect the anti-takeover legislation,establish and perfect the normalized enforcement mechanism for anti-takeover issues,protect the interests of small and medium shareholders,and encourage diversified dispute resolution mechanisms to promote the steady development of China's capital market.