A Study On The Legal Regulations Of The Anti-acquisition Terms Of The Articles Of Association Of China's Listed Companies

Since the "the case of Baoan Group's acquisition of Yanzhong Group" in 1993,China's securities market set off a wave of acquisitions and counter-acquisitions,"barbarians" kick-off cases appears constantly,such as the famous "the Vanke-Baoneng Saga",Kainan Co.,Ltd acquired Xinmei Real Estate.,Ltd and Sunshine Insurance Company acquired Yili Corporation.,which has a huge impact on China's entire capital market.In order to resist hostile takeovers and expel the barbarians at the door,all sorts of anti-acquisition measures have sprung up.As a kind of anti-acquisition measure,because of its low cost,convenient revision,anti-acquisition efficiency and many other advantages,Charter Anti-acquisition Clause is favored by many listed companies in the capital markets where barbarians kick the door on the door is on the rise.However,the relevant legal system of our country is not subject to the legal regulation of the anti-acquisition clause of the listed company's articles of association.First,there is a lack of legal review criteria for the anti-acquisition clauses of the articles of association of listed companies;Second,the ownership of the decision-by-law of the articles of association of listed companies is unclear;Third,there is a lack of specialized agencies to review the legality of the articles of association of listed companies against acquisitions,and the penalties imposed by the regulatory authorities lack the effectiveness of the measures.Fourth,the standard of protecting the interests of small and medium-sized shareholders is missing;Fifth,the provisions on the obligation of information disclosure are not perfect.In view of this,this paper summarizes the principle of legal judgment of the anti-acquisition clause of the articles of association of listed companies in China by combing the current situation of our legislation and related jurisprudence.This paper investigates the legal regulation of the anti-acquisition clause of the articles of association of listed companies in the extraterritorial country and combines china's current national conditions,in order to explore the legal and regulatory path of anti-acquisition clauses of listed companies suitable for our country.This article consists of six chapters: The first chapter expounds the network of relevant concepts of the anti-acquisition clause of the listed company's articles of association,and makes a value analysis of the anti-acquisition clause of the listed company's articles of association.The second chapter,through the Status of legislation and the typical jurisprudence,the problems of the legal regulation of the anti-acquisition clause of the articles of association of listed companies in China are drawn.The third chapter summarizes the principle of legal judgment of the anti-acquisition clause of the articles of association of listed companies in China.The fourth chapter,Then,using the method of type analysis and empirical analysis,investigates the constitutions of 568 listed companies in Shanghai and Shenzhen.Then,this paper makes a judgment on the legal effect of the anti-acquisition clauses of six kinds of common listed companies.The fifth chapter,investigate the regulation of extraterritorial laws and regulations and summarize the significance of extraterritorial legal regulation to our country.The sixth chapter,combined with China's current national conditions,summed up China's listed company's charter anti-acquisition clause legal regulation of the principle of recommendations and present legal regulation path for the six common types of listed company's articles of association against the acquisition clause.