Study On The Validity Of Anti-takeover Provisions In The Charter Of The Listed Company

Setting anti-takeover provisions in the charter of the listed company is a common but important anti-takeover measure.For those listed companies which have a dispersive stock structure,their controlling shareholders' position are often been challenged.Thus,writing anti-takeover measures into the charter proactively is a decent choice.However,there is no law or regulation that has specified the validity of anti-takeover measures including anti-takeover provisions.Thus,it brings a great deal of uncertainty to those anti-takeover activities.Because of the lack of regulation,the supervision agencies and judiciary authorities have difficulties in judging anti-takeover provisions' validity.Thus,I wrote this thesis to study these provisions' validity.The whole thesis has four chapters except the introduction and the conclusion.In Chapter One,I analyze the concept and necessity of anti-takeover,and point out the lack of regulation in the field of anti-takeover provisions.In Chapter Two,I state that the company's charter autonomy shall not conflict with any mandatory provisions;and I propose the way of recognizing mandatory provisions accordingly.In Chapter Three,I propose three principles that can be used to judge the validity of anti-takeover provisions,which are Principle of Maintaining Company's Interest,Principle of Protecting Shareholders' Interest,and Principle of Giving Consideration of Public Interest.In Chapter Four,I apply the theory from Chapter Two to judge "whether this anti-takeover provision is in the boundary of company autonomy";and I apply the theory from Chapter Three to judge "whether this anti-takeover provision violates those three principles”.Thus,I make a conclusion,among those antitakeover provisions commonly used,the Super-majority Provision,the Staggered Board Provision,the Raising Proposal Qualification Standard Provision,and the Share Repurchase Provision shall not be valid;and we should do more analysis according to other information to judge the validity of other provisions.Then,In Chapter Five,I propose some legislative proposals: we should generally admit the provision's validity into laws;and write principles and negative list of anti-takeover provision into regulations.