Research On Legal Regulations On Anti-takeover Terms Of Listed Company Articles

The anti-takeover clause of the listed company's articles of association is one of the most commonly used and effective measures for listed companies to resist the entry of"barbarians".The anti-takeover clause can protect the interests of the company,shareholders and company management,but if used improperly The anti-takeover clause will also bring many disadvantages.The "Baoyan Storm" in 1993 was considered to be the first case of China's anti-acquisition.After the "Baoyan storm",with the development and expansion of China's capital market,anti-takeover measures and anti-takeover cases have also begun to emerge.Among them,the most well-known is the "Baowan Controversy" that lasted from 2015 to 2017.The "Baowan Controversy" pushed the tide of hostile acquisitions to this climax.In order to deal with the "barbarians" knocking on the door,the listed company had to make amendments to its articles of association and add anti-takeover clauses to resist hostile takeovers.The research object of this article is the common anti-takeover clauses in the articles of association of China's listed companies.At present,the anti-takeover clauses are emerging endlessly in practice and are suspected of violating the mandatory provisions of laws and regulations and breaking the boundaries of the company's articles of association.Issues such as shareholders'interests,excessive protection of company management interests,and improper obstacles to the normal mergers and acquisitions of listed companies,but China's laws and regulations have failed to provide a complete and mature regulatory system.Therefore,this article defines China's anti-takeover and anti-takeover clauses to determine the scope of the study,analyzes the necessity of legal regulation of China's anti-takeover clauses,and then combines China's "Company Law" and "Securities" under the current legal system.The Law and the Regulations on the Administration of the Acquisition of Listed Companies,as well as the values and orientations,explore the legality standards of China's anti-takeover clauses and the legality judgments of common terms,and then explore a legal regulation of China's anti-takeover clauses.path.There are four sections of this article:The first is the definition of anti-takeover clauses in the articles of association of listed companies.The main content includes the definition of anti-acquisition and anti-acquisition terms of listed companies.The anti-acquisition described in this article is a narrow concept and refers to the target company's public acquisition behavior by the acquirer.In order to resist hostile acquisitions and avoid losing company control.And a series of actions taken to prevent the acquirer from gaining control of the target company.The anti-takeover clause refers to the provisions preset or amended in the articles of association of listed companies to resist hostile takeovers.The second part is the necessity analysis of the legal regulation of the anti-takeover clause.There are three main aspects:First,there is a dilemma in the legality of the anti-takeover clauses in China's current legal practice.Specifically,the current laws and regulations on anti-takeover clauses are not complete,the legality judgment standards are not clear,and the anti-takeover clauses Illegal legal liability system has not been established and the supervision system of anti-takeover clauses is incomplete;second,the anti-takeover clause involves the interests of multiple parties and stakeholders,mainly including the interests of the acquirer,the interests of the target company,the major shareholders and small and medium shareholders of the target company Interests,the interests of the management of the target company,and the interests of other stakeholders;third,the anti-takeover clause itself has disadvantages.Based on the above analysis,this article clarifies the need for legal regulation of the anti-takeover provisions of the articles of association of listed companies in China.The third part is the legality analysis of the anti-acquisition clauses in the articles of association of China's listed companies.It is clear that the criteria for judging the legitimacy of the anti-takeover clauses in China's listed company charters mainly include mandatory provisions that do not violate laws and regulations,the principle of management's faithful obligations,the principle of protecting shareholders' interests,the principle of prohibiting abuse of rights,and the principle of taking into account social interests;The legality of common anti-takeover clauses in China has been analyzed,and specific and targeted legality judgments have been derived.The fourth part is the suggestions on the legal regulation of the anti-takeover clauses of the articles of association of our listed companies.First,to improve the regulatory documents such as laws and regulations on anti-takeover clauses,this article believes that China's "Company Law" should more clearly protect the rights of shareholders and refine the management's faithful obligations,and reasonable anti-takeover actions should be obtained by law.support.In addition,China can stipulate the relevant legal system of anti-takeover in the form of a special chapter in the "Securities Law" in order to achieve the purpose of regulation and provide a legal basis and guarantee for anti-takeover activities.However,because the contents of the Securities Law are of a general and general nature,the Listed Companies need to make more detailed and specific provisions on anti-acquisition behaviors and terms to improve their practicality.Secondly,the legality standards of the anti-takeover clauses are clearly defined.For the principle standards of the legality of the anti-takeover clauses,the Securities Law should be fully regulated.For the legality standards of specific anti-takeover clauses,the author believes that the "Securities Law" It can be regulated in a list-like manner,and it can be improved by adopting inexhaustible provisions to prevent omissions.Third,it is necessary to clarify the specific types of anti-takeover clauses and their legal regulations.It is recommended that common anti-takeover clauses be enumerated.It is stipulated that the types of anti-takeover clauses can be summarized by using bottom-up clauses,and the specific content of legal regulations can be targeted.Fourth,the supervision system for illegal anti-takeover clauses should be improved,including the company's internal supervision,administration Supervision and judicial supervision,through the analysis of the above four levels,with a view to building a relatively complete legal regulation path of anti-takeover clauses in line with China's national conditions.