Research On The Anti-takeover Provisions Of Listed Company's Articles Of Association

With the rapid development of the global economy and the maturing capital markets,acquisitions and anti-takeovers have become commonplace.In the acquisition of listed companies,there is a war between acquisitions and anti-takeovers all the time.There are significant conflicts of interest for acquirers,target companies,and market regulators.However,the interests of the three parties are mutually exclusive and balanced.The good order in the securities market,and on this basis will produce the relevant legal rules of acquisition and anti-takeover rules.The considerations of the acquirer and the target company based on their own interests tend to create conflicts,and the so-called concept of hostile takeover also arises.In the face of hostile takeovers,the target company can adopt the anti-takeover provision in the articles of association to conduct defenses.For hostile takeovers,we should protect the stable development of the target company on the one hand,and we must not neglect the positive role of the "barbarians " on the other hand.To a certain extent,hostile takeover is a manifestation of the sound development of the market economy,and therefore for malicious purposes.The overall understanding of the acquisition is of great significance.At present,China' s legislation does not explicitly regulate the anti-takeover provisions of the listed company ' s articles of association.The legitimacy of the anti-takeover provisions of various types of articles of association is also not clearly identified.The academic community also has many disputes;in practice,there are various types of articles of association anti-takeover.The clauses fail to play their due role,and even violations of laws and regulations occur from time to time;the regulation of anti-takeover clauses at the regulatory level lacks operability,leading to abuse of anti-takeover clauses,increasing judicial costs and limiting market vitality;Due to the lack of discourse power,small and medium shareholders cannot reasonably safeguard their legitimate rights and interests.This article takes the "Bao Wan dispute" as the entry point,studies the theory and practice of the listed company's articles of association's anti-takeover clauses,draws lessons from and absorbs advanced experience from outside the country,and puts forward reasonable suggestions for improving China's anti-takeover clause.China should clarify the legal principles for the establishment of anti-takeover regulations in the legislation,clarify the effectiveness of commonly used anti-takeover clauses,clarify the ownership of the right to decide on anti-takeover clauses,establish a review system for anti-takeover clauses at the regulatory level,focus on information disclosure,and focus on broadening the medium and small shareholders.The channels for appeal acceptance;At the level of institutional guarantees,it is recommended that China establish a minority shareholder interest protection system and shareholder voting rights trust system in a timely manner to better protect the interests of small and medium shareholders.