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

On April 29,2005,the CSRC promulgated the Notice on Issues Related to the Pilot Reform of Non-tradable Shares Reform of Listed Companies and announced the start of the Pilot Reform of Non-tradable Shares Reform.Historical evidence shows that this not only solved the chronic illnesses in capital markets,but also greatly Promoted the marketization process of China's securities market.Since then,China really ushered in the era of full circulation of equity,with this counterpart,the capital market also made a corresponding response,the most prominent is that mergers and acquisitions activities is intensified,but due to some uncontrolled acquisitions of control of the target company increases,Some companies have set forth anti-takeover provisions in their own articles of association.The anti-takeover provision is a up-rising star in China.Although it started late,it is widely used in the increasingly complicated capital market in China.Since 2006,in view of the announcement of Shanda' s acquisition of Sina,a wave of amendments to the articles of association was set off in listed companies.For the first time,anti-takeover provisions were broadly incorporated into the articles of association.In 2015,As a compelling case of control in the capital markets,many listed companies who is looking on others trouble with indifference was awaken.According to the statistics of the CSI Small and Medium-sized Investment Service Center,as of May 2017,over 600 listed companies have revised their articles of association with adding anti-takeover provisions.The thing also stands for the second wave in China's capital market to amend the articles of association's anti-takeover provisions.In addition to the introduction and conclusion,the text consists of five parts:The first part is the interpretation of the articles of association of the anti-takeover provisions,this section briefly introduces the origin of the anti-takeover provisions,the basic concepts and related presentations.The second part is the practical dilemma of anti-takeover provisions in the domestic articles of association.This part mainly analyzes the current situation of the anti-takeover provisions in our country,classifies the anti-takeover provisions in several domestic listed companies by reference,and with reference to the supervisory measures,finally put forward the question of domestic practice.The third part is the legal analysis of anti-take-over provisions of the articles of association.In view of the existing difficulties in anti-takeover provisions,we should explain and analyze the legal principles and issues,and clarify the legal logic and operating principle of anti-takeover provisions.The fourth part is the reference of anti-takeover provisions of foreign countries' articles of association.This part examines the theory and practice of anti-takeover by foreign companies,summarizes the logic of setting anti-takeover provisions,and thus provides useful reference for the legal regulation of anti-takeover provisions.The fifth part is the suggestion which relate to the legal regulation of the articles of association of anti-takeover provisions,according to the above four parts of the article to discuss the problems,causes and experience,based on China's current laws and regulations and practice,we put forward some operative revision suggestions which from the principle of guidelines to the actual level of laws and regulations,and strengthen the remedial measures for establishing a comprehensive and multi-layered legal regulation system.