The Research On Anti-takeover Amendments In Public Company Articles

In order to be able to cope with a variety of foreign hostile takeover,public companies have take a variety of anti-takeover measures.However,the simplest and most operational method is putting anti-takeover provisions into the company's articles.The anti-takeover provision is mainly through the acquisition of various obstacles to the acquirer to delay the acquisition of the target company's board of directors;to reduce the target company's acquisition value makes the acquirer to abandon the acquisition;to make the acquisition harder byincreasing the acquisition of the acquisition costs.Although the control market in China has become more and more prosperous,but public companies in the anti-takeover experience is still not mature enough,because of the lack of relevant legislation on the regulation.Therefore,in practice,although the anti-takeover measures are generally not standardized,companies may only concern about their own interests.These actions may be contrary to the most basic principles of company law,and even part of the management of companies.In order to achieve the anti-takeover effect,they may ignore the anti-takeover measures and damage the company and the interests of corporate shareholders.First of all,paper introduce the background and concept of hostile takeovers and anti-takeover and list 21 companies' articles.Hostile takeover as an effective measure of external governance of listed companies,for the promotion of market vitality,to improve the overall efficiency of the role of the market is very obvious,but also have a negative impact.Anti-takeover can effectively organize the occurrence of malicious acquisitions,strong maintenance of the interests of companies and investors.Secondly,paper is mainly from the perspective of anti-takeover and articles of view,anti-takeoverprovision must be recognized before the boundaries of constitutional autonomy.Although the lack of individual provisions means that the provision will become useless,it can not play a normative corporate behavior and function.However,public companiesmay create the articles,and beyond the boundaries of the autonomy of the constitution,then these terms will be against the law,damage the company and the interests of shareholders and invalid,the same can not play its due role.Therefore,we need to understand the autonomy of the charter before we study the terms of the anti-takeover.Thirdly,paper intend to introduce the anti-takeover provisionin detail.For the first part of this article summarized,the target company usually adopted the type of anti-acquisition provisions and use second part to analysislegality.Then introduce the anti-takeover provision in detail.Also paper wants to introduce the regulatory department's warning letter to know the regulatory department's attitudes about these provisions.Finally,paper intends to buildthe judge standard systemof anti-takeover provision.This paper puts forward the main consideration of the anti-takeover provision,the principle of the shareholders of the controlling shareholder,the principle of trustworthiness of the directors,the principle of shareholder equality,the principle of shareholder protection,the principle of social public interest and the basic theory of corporate law.Publiccompanies has more chance to expand the company articles and more and more companies tend to diversify,personalized design articles to achieve better internal corporate governance requirements.Therefore,when facing hostile takeover,through the analysis of the first three parts of this article,to build a judge standard system to promote the listed companies to better regulate their own articles of the anti-takeover terms,to achieve better corporate governance results.