Legal Regulation Of Anti-takeover Clauses In The Articles Of Association Of Listed Companies In China

The anti-takeover clause is one of the most effective measures in the anti-takeover measures,which can protect the interests of the company,the shareholders,the management,etc.The emergence of the anti-takeover articles originated from hostile takeover in the United States,in the United States lawyers.The war of acquisition and anti-takeover by investors and the successive amendments of traditional securities laws and company laws have now developed a mature regulatory system in the United States.In China,it is affected by the market economy in our country.The anti-takeover clause started relatively late.After the "Baoyan storm" in 1993,as the market became increasingly active,anti-takeover measures began to be renewed.2015 continued until 2017 The "battle over Baowan" pushed the anti-takeover to a climax,with listed companies revising their articles of association and adding anti-takeover clauses.Along with the definition of the hostile takeover act clause,the shareholder disclosure obligation clause,and the golden parachute plan clause,The implementation of anti-takeover provisions,such as restrictions on the appointment of directors,The anti-takeover clause is suspected to be beyond the boundaries of corporate autonomy and how to regulate the anti-takeover clause has become the focus of controversy in all walks of life.In the face of the fact that the anti-takeover clause is "rich in growth" and "full of controversy" in its legitimacy,there are blind areas in which there is a blind spot.It is urgent to review and regulate the illegality of anti-takeover clause.This paper includes the following four parts:For the present situation and problems of the anti-takeover clause in our country,this chapter consists of two summaries,which respectively focus on the case of "the center of investment in service v.the violation of the articles of association of Haley Biological Company",and elaborate in detail the practical situation and problem analysis of the anti-takeover clause after "the controversy of Bao Wan".This paper introduces the current situation and problems of the anti-takeover clause in the articles of association of listed companies in China,thus providing empirical support for the further writing of the article and laying a foundation for it.In order to analyze the types and illegality of the anti-takeover clauses,this chapter has six summaries,respectively,to analyze the illegality of the six typical anti-takeover clauses in our country at present,specifically and pertinently to analyze the defining clauses of hostile takeover,the nomination of shareholders,the convocation,The limitation clause of voting rights,the obligation of shareholder information disclosure,the absolute majority clause,the golden parachute plan clause,the specific illegality of the restriction clause of director selection,thus provide realistic and necessary support for the regulation of anti-takeover clause.The third chapter is the theoretical basis of anti takeover provisions of regulation,this chapter is a summary of the first two,a summary of China's anti takeover provisions through the value analysis of anti takeover,two aspects of the principle of legality in terms of summed up the theoretical basis in terms of anti takeover of China.Second summary to the United States as the representative of the board of directors center,as the representative of the British shareholders centralism summarizes the theoretical basis of the anti takeover provisions of regulation of foreign countries.Chapter 4th is the legal regulation path of the anti-takeover clauses in China.This chapter consists of three parts: constructing the system of anti-takeover clauses,perfecting the procedural law system of anti-takeover clauses,perfecting the exchanges,investing in the center,and so on.Securities Regulatory Commission's investor protection system puts forward the regulation path of anti-takeover clause in accordance with the situation of our country.