Research On The Authority Boundary Of The Board Of Listed Companies In Anti-takeovers

As the number of acquisition activities in the Capital Market is increasing,more and more attention is also being paid to the anti-takeover activities.Listed companies have made a series of anti-takeover clauses to maintain their stability and protect the legal rights of their investors.In practice,many listed companies leave the decision of the anti-takeover measures up to the board of directors in order to response to acquisition activities in time.However,the current law doesn't stipulate explicitly whose right the decision belongs to.So it is necessary to discuss the limits of the board of directors' functions and powers in the anti-takeover activities,and in this article,the limits will be discussed based on the analysis of the anti-takeover clauses.At the same time,how the law contributes to the exercise of rights of the board of directors will also be discussed.Besides the introduction and conclusion,the article will be divided into four parts.The first part introduces the current situation of the limits of the board of directors' functions and powers in the anti-takeover activities.All possible anti-takeover measures are summed up,classified and discussed based on the regulations of one hundred listed companies,all of which include anti-takeover clauses and 42 of which empower the right to the board of directors.The second part is about whether it is legal to empower the right to the board of directors according to the current legal system and whether there are unreasonable presentations or not.The third part is to analyze the reasonability whether the board of directors should have the rights in order to provide the theory basis for the law.It needs to consider from two aspects to decide the limits of the board of directors' functions and powers in the anti-takeover activities: the protection of stakeholders' rights and interests,and the degree of autonomy of anti-takeover provisions.The fourth part is about the suggestions.China's law should be clear about the anti-takeover authority attribution when the charter is not provided or the provisions are not clear.At the same time,the law should also allow the shareholders' general meeting to authorize the board of directors to exercise anti-takeover powers through the articles of association under certain conditions,thereby protecting the rights and interests of listed companies and all their stakeholders.