Legal Regulation Of Anti-takeover Clauses Of Listed Companies Charter In China

Affected by the "BaoWan dispute",many listed companies with scattered shares have set up anti-takeover clauses in their company's articles of association in order to resist hostile takeovers in advance,so as to increase the difficulty of the company's acquisition to counter hostile bidders.Due to the gaps in China's laws and regulations on anti-acquisition regulations,the forms and contents of anti-takeover clauses of the listed companies' articles of association are mixed,and some clauses have not only failed to counteract the effects of hostile takeovers,but may even damage the company's shareholders' rights.Compared with other anti-takeover measures,the anti-takeover clause has many advantages such as flexibility,easy revision,and low cost.It is favored by many listed companies in the market environment where hostile takeovers are increasing.In order to make the anti-takeover clauses set forth in the articles of association of listed companies able to resist hostile takeovers within a reasonable institutional space,the legal regulation system of China's anti-takeover clauses needs to be established.Strengthening the protection of shareholders' rights and the obligations of the board of directors in the Company Law;The anti-takeover special seal is set in the Securities Law to increase the legality judgment rule of the anti-takeover clause;A demonstration list of anti-takeover clauses in the Guidelines for Listed Companies.Starting from three dimensions,constructing a legislative path for anti-takeover clauses.On top of this,building a regulatory system for anti-takeover clauses,increasing the comprehensiveness and disciplinary nature of supervision,and playing a real role in setting up listed companies with illegal anti-takeover clauses.Thedecision-making power of the anti-takeover clause will be clarified,and the decision-making power will be given to the general meeting.In this way,we will establish a sound legal regulation system for anti-takeover clauses and promote the development of China's securities market.The writing logic of this paper is as follows:First of all,through the case of "BaoWan dispute",the current situation of China's securities market needs to establish a framework of anti-acquisition legal system and determine the scope of research by combing domestic and foreign literature;Secondly,it summarizes the relevant contents of the anti-takeover clauses of the listed company's articles of association,including the background,connotation definition,value function and legal basis of the anti-takeover clauses,and provides theoretical support for the necessity of anti-takeover clauses;Thirdly,from the legal analysis,the judicial application and the empirical analysis of the anti-takeover clauses of the listed company's articles of association,the author discusses the problems of the anti-takeover clauses of the listed companies' articles of association in three aspects,mainly reflected in the imperfection of legislation and the lack of supervision;Then,it studies and analyzes the regulation of anti-takeover clauses by extraterritorial laws,and draws the institutional experience that is suitable and can be used by China;Finally,using the analysis of the anti-takeover clauses of the listed company's articles of association and the experience of extraterritorial experience,the content of the anti-takeover provisions of China's laws is proposed.It mainly includes setting up a list of anti-takeover clauses from the two aspects of restricting shareholders' rights and restricting the board of directors,establishing a perfect anti-takeover clause supervision system and other related system contents.The article as a whole puts forward the necessity and urgency of regulating anti-acquisition clauses in the law by proposing problems,analyzing problems and solving problems,in order to realize the steady development of China's securities market.