A Study On The Anti-takeover Clauses In The Articles Of Association Of Listed Companies In China

In 2015,Baoneng became the largest shareholder of Vanke by absorbing a large number of shares of Vanke in the stock market.Although Vanke tried to buy time for itself to fight back against its rivals by suspending its shares,its management was still faced with the crisis of being ousted.Similar to the dispute between Vanke and Baoneng,there is another case that Dagang Oilfield Group Co.,Ltd.acquired SHANGHAIACECO.,LTD.However,it is a common method for listed companies to resist hostile takeover by setting anti-takeover clauses in the articles of association.With the increasing frequency of hostile takeovers,it is becoming more common for listed companies to set anti-takeover clauses in their bylaws.The common anti-acquisition clauses include: staggered election director clauses,super majority clauses,proposal rights restrictions,gold parachute clauses,and so on.However,Chinese laws and regulations currently do not explicitly regulate the anti-acquisition clauses in the articles of association of listed companies,the legitimacy of measures such as restricting shareholders' rights and adjusting the board system in some anti-acquisition clauses is not clear enough,therefore,it is necessary to analyze the causes,characteristics and legality of the anti-acquisition clauses of the listed companies in China.The dissertation takes the practice of modifying or adding the company's anti-takeover charter after some listed companies after the the dispute between Vanke and Baoneng since 2015 as the basis of empirical analysis.Firstly,the background and significance of the topic selection and the research summary of relevant scholars at home and abroad are elaborated in detail,including the theoretical research on the anti-takeover of listed companies and the specific analysis and development path of the anti-takeover clauses.Then,it analyzes the concept,theoretical basis,value orientation,underlying causes and the nature of the articles of association of the company,and discusses the institutional logic and nature of the anti-takeover clauses.Then,it classifies the anti-takeover clauses in the articles of association of listed companies in China,discusses the rationality and legitimacy of the anti-takeover clauses in the articles of association,and selects typical cases for analysis.Then select the United States,Britain,Japan and the European Union and other countries and regions on the acquisition and anti-acquisition legislation,and the theory of China's actual link,put forward the possibility of reference.Finally,in view of the problems existing in the legislation and practice of our country,this paper puts forward corresponding Suggestions for improvement,including clarifying the legitimacy standard,perfecting the director responsibility system,strengthening supervision and so on.