Research On The Legal Effect Of The Anti-takeover Provisions In The Articles Of Association Of The Listed Companies In China

With the activation of control market and frequent takeover activities,the consciousness of anti-takeover of quoted companies is getting stronger and stronger.Anti-takeover provisions now has become a favorite anti-takeover measure of quoted companies in China.The current legislation does not yet have clear criteria for its legal validity.This paper studies the issues related to the legal validity of this anti-acquisition provisions.In order to facilitate the research,combined with the current common anti-acquisition provisions of the listed company's articles of association,according to the core connotation of its embodiment,it is divided into four types.They are the provision “with the core of Maintaining control of directors”,the provision “with the core of increasing acquisition costs”,the provision “with the core of restricting shareholders rights”,and the provision “with the threshold of information disclosure as the core”.There are some legal basis and institutional basis for the listed company's anti-acquisition provisions.Some cases also involve the validity of the anti-acquisition provision.But through the analysis of practical cases,it can be found that almost all the judicial decisions and regulatory rules are "on the case",without forming a unified standard of determination.There are many problems with the validity of the anti-takeover provision.Since the anti-acquisition provision originated from abroad,and considering the high degree of development of the securities market in the United Kingdom and the United States,and the acquisition and anti-acquisition system is perfect,this paper draws on the legal regulation of the anti-acquisition provisions of the listed companies of the United Kingdom and the United States.By comparative study,we get the inspiration for the validity of anti-acquisition provision.In view of the problems in the effectiveness of anti-acquisition provisions,combined with the experience of foreign anti-acquisition provisions,this paper finally puts forward suggestions for establishing the legal principles governing the effectiveness of anti-acquisition provisions,establishing the review model and system guarantee,and establishing specific criteria for determining different types of provisions.