Legal Regulation Of The Anti-takeover Provisions Of The Articles Of Association Of Listed Corporates In China

Today,China's anti-takeover has become more and more fierce.More and more listed corporates have adopted anti-takeover provisions in the articles of association to resist takeovers.While they have resisted the “barbarians” at the door,they also lacked legislation and inadequate supervision.Leading too many problems and its legal regulation is of great significance.The first chapter of this paper defines the definition of the anti-takeover provisions of the listed corporate's articles of association.It lists the main anti-takeover provisions in China: absolute majority provisions,restrictions on voting rights of major shareholders,terms of boarding in stages,restrictions on director qualifications and golden parachute provisions.The anti-takeover provision of the corporate's articles of association has many advantages in the operation of the economy,but its main drawback is that it can easily become a tool for management to damage shareholders and maintain inefficient management.Its main advantages are: it can protect the target corporate and its Shareholders' interests,reconcile conflicts of interest,and reduce takeover and anti-takeover costs.The overall advantage of the anti-takeover provision outweighs the disadvantages,and its legality should be recognized and legal regulation should be carried out.The second chapter analyzes the current situation and existing problems of the legal regulation of the anti-takeover provisions of the listed corporates in China.China's "Corporate Law","Securities Law" and other legal norms only have general provisions on the anti-takeover provision,which leads to the lack of laws and regulations on the anti-takeover provisions of the listed corporate's articles of association.The cases that have occurred in practice have also exposed many problems in the legal regulation of the anti-takeover provisions of the articles of association of listed corporates in China.Specifically,China's law has never confirmed the legality of the anti-takeover provision.The law lacks the legality judgment standard of the anti-takeover provision,and the supporting legal norms protecting the rights of minority shareholders are not perfect.At the same time,China lacks a specialized agency to review the anti-takeover provisions of the articles of association.There is no model text for anti-takeover provisions.The supervision procedures and penalties of the regulatory authorities still need to be complete.The third chapter discusses the regulation and reference of the anti-takeover provisions of the listed corporate's articles of association.The legal regulation preferences of the United States and the United Kingdom have reference to the regulation of the anti-takeover provisions of the corporate's articles of association.China should learn from the experience of extraterritorial domain to establish a complete legal norm system.The typed supervision of the anti-takeover provisions as summarized in the US and UK case law suggests that China must first be provided by a legal or regulatory agency to provide a model text of the anti-takeover provision.The UK regulatory authorities lack the coercive power of the law,but the regulatory thinking of “specialized organizations” deserves our study.China should strengthen the CSRC's anti-takeover supervision power and set up a special regulatory agency under the CSRC to supervise the anti-takeover provision.The fourth chapter is the legal regulation of the anti-takeover provisions of the articles of association of listed corporates in China.In view of the problems in our country and the experience of extraterritorial experience,we can summarize the legal regulation methods of the anti-takeover provisions of the listed corporate's articles of association.On the one hand,we must improve the legal norms of anti-takeover provisions,clarify the legality of the anti-takeover provisions of the articles of association in the law,provide legality judgment standards in the law,and improve the legal norms for protecting the interests of small and medium-sized shareholders;on the other hand,we must strengthen anti-takeover The supervision of the provisions,the establishment of a specialized agency to review the anti-takeover provisions,provide a model text for the listed corporate anti-takeover provisions,and clarify the regulatory procedures and penalties.It is hoped that through the application of these legal regulations,the application of the anti-takeover provisions of the listed corporates in China will be put on a legal track and play an active role in the economic operation.