Study On The Acquisition Of Defense Clause In Listed Company's Articles Of Association

Judging from the course of the development of major international capital markets,every major incident that causes market shocks will promote the reform and improvement of a new round of legislation and regulations.The securities market is also advancing with the times in this constant feedback improvement.With the completion of the equity split reform in China,the circulation of non-tradable shares such as state-owned shares and legal person shares,and the listed companies entering the era of full circulation,the ownership structure is gradually diversified,and the number of acquisitions and anti-takeovers has gradually increased.In 2017 alone,the total amount of mergers and acquisitions between Chinese enterprises reached 671 billion U.S.dollars,and the number of domestic mergers and acquisitions cases rose by 14 percentage points to a record high.These data indicate that in the current situation of increasing acquisitions,both the legislature,the regulatory authorities,and the company itself should respond to this trend.At the same time,the emergence of a large number of acquisitions is accompanied by the emergence of acquisitiondefense behavior.As an important means of acquiring defense,listed companies usually set up acquisition defense clauses in their articles of incorporation.The reason why the company pays attention to the role of the statute is that the company statute is a very important legal document in the company law.It is a contractual constraint that provides sufficient guarantee for the autonomy of the enterprise.If you make an analogy,the constitution of the company is equivalent to the constitution to the country.However,judging from the perspective of legislation,first of all,China's regulations on the legality of the acquisition of defense clauses in listed company constitutions are not small,and many of them are legally set and lack of basic inspection standards.Second,there are some inadequacies in the current legal provisions that deal with the acquisition of defense clauses,which in turn has a negative impact on the role of acquisition defense clauses.Based on the above issues,it is necessary to discuss and analyze the relevant issues concerning the defense clauses of the listed company's articles of association.In this article,the author elaborates on some basic concepts of defensive terms in the acquisition of listed company's constitutions,and uses theory to analyze and combine the relevant experience of foreign relevant legislation to determine the legitimacy of defensive terms in listed company constitutional acquisition and related current laws.Where to analyze.The author believes that in order to determine the legitimacy of defensive terms in the acquisition of listed company's articles ofassociation,it must be based on the analysis of the guiding ideology and specific embodiment of the defensive code of conduct by the legislative and regulatory agencies,and some basic principles of company law must also be considered..For the formulation of legality standards,comprehensive considerations should be taken from the perspectives of the equality of shareholders,equity transfer,power restriction,and protection of company interests.At the same time,this article starts from the perspectives of the disclosure of related information of the acquired party and the protection of minority shareholders' interests.It also judges the inadequacies of the current relevant laws in China and proposes specific suggestions for specific issues.All in all,only by clarifying the legality standards of the listed company's articles of association to acquire defensive terms and improving the inadequacies of the existing regulations of the relevant laws,can we resolve the formulation of the defensive terms of the listed company's constitutional acquisitions caused by ambiguous legislative regulations,divergence of interpretation,and legislative gaps.There are many problems in the application process.