Legal Restrictions On The Anti-takeover Of The Articles Of Association Of The Listed Companies

After the "Battle of Bao Wan" in 2015,many listed companies set up anti-takeover provisions in their articles of association to defend the market-based takeover.At the same time as the anti-acquisition clause in practice there are many flaws,the legality of its much questioned.At present,the corresponding laws and regulations on anti-takeover clauses in our country are almost blank.Therefore,in practice,the legitimacy of anti-takeover clauses is often not recognized by listed companies,regulatory bodies,academics and practitioners,and no definitive answer is given.However,the anti-takeover provisions as an anti-takeover measures an important category,and its acquisition behavior in essence,the securities market transactions,there is no one is better,so we on the anti-takeover provisions of the legal attitude should be affirmed on the one hand Its positive role,on the other hand,imposes legal restrictions on its negative effects.This paper is divided into four parts.The first part defines the object of the research,that is,the anti-takeover clause combined with the new changes in the categories and contents of anti-takeover clauses in China's securities market in recent years.In order to make the research have pertinence and realistic significance.Then it is clear that the legal restriction of the anti-takeover clause should be conditional,that is,to deny the legal effect of the anti-takeover clause if it is obviously contrary to the mandatory provisions of the statutory law;For the autonomous normative matters stipulated in the enactment law,its effectiveness should be judged according to its purpose,actual situation and other factors.In the way of legal restriction,it should be formulated from the substantive aspects of the anti-takeover clause.Secondly,the second part analyzes the current situation of the limitation of anti-takeover clauses in our country,which is lack of the basis of the legal restriction and the subject of restriction.At the same time,the third part of the article from the outside of the anti-takeover clause of legal restrictions on the experience of knowing to me.China's current anti-takeover provisions should be subject to caution in its legal restrictions.Strict attitude.Finally,part 4th of this article is based on the conditional legal limits on the anti-takeover clause on the basis of the attitude,considering the choice of the substantive and procedural path of the legal restriction on the anti-takeover clause,and in view of the current situation of the limitation of the anti-takeover clause in our country,this paper puts forward four measures to perfect the legal restriction on the anti-takeover clause.That is to say,it has perfected the corresponding legal norms on the anti-takeover clause,provided the restriction basis for the legal restriction of the anti-takeover clause,and clearly defined the Securities Regulatory Commission and the Stock Exchange as the restricting subject in the corresponding legal norm,and put forward the equity equality principle.The principle of protecting the circulation of stock right and the principle of prohibiting abuse of rights is beneficial to the overall interests of listed companies as the general principle of restricting anti-takeover clauses.This paper clarifies the common types and legal effects of the anti-takeover clauses to solve the problem of how to restrict the anti-takeover clauses by law,and puts forward the concrete scheme of perfecting the legal liability system caused by the improper anti-takeover clauses.