Research On The Director Nomination In Listed Companies From The Perspective Of Anti-takeover Provision

In recent years,various anti-takeover incidentsappeared in China's stock market.In particular,in 2016,Baoneng acted as a barbarian towards Vanke,which made the whole society focused on the issue of “anti-takeover”.Many listed companies began to focus on self-defense and added anti-takeover measures in the company's articles of association.These anti-takeover strategies stemming from the United States and the United States,and many of them are centered around the company's director nomination process.The board of directors,which composed of directors,is an important institution for daily operation and decision-making of the company.The selection of directors is related to the nomination right of shareholders and the candidates for directors will directly reflect the shareholders' control over listed companies.In order to prevent the hostile hostile takeovers,many companies set up obstacles in the terms of the directors of the company's articles of association.This series of anti-takeover measures will also affect the selection managers by existing shareholder,or even infringe on shareholders' participation in company decision-making and legal rights with company governance.The current "Company Law","Securities Law" and "Code of Corporate Governance of Listed Companies","Guidelines on the bylaws of Listed Companies","Rules of the Shareholders' Meeting of Listed Companies" and other rules in Chinalack detailed rules on shareholder nominations.The shareholder nomination system is in the blank of corporate autonomy.It gave the listed company the freedom to design the anti-takeoverclauses,and also brought difficulties to the domestic judgment of the shareholders' nomination case.With the development of China's economy and society,existing rules can no longer fully meet market and regulatory needs.This paper will combine the existing domestic literature and judgments,combined with the research method of comparative law to discuss the nomination rules for directors of listed companies,and explore the rights of shareholders to nominate candidates for directors and the nomination procedures that shareholders can take within existing rules.China's legal rules provide additional recommendations.The first chapter of this thesis will start from the existing legal rules in China,explore the legal basis for setting up the nominee system for shareholders of listed companies in China,clarify the scope of the nomination system for directors of listed companies,and propose that the shareholders of listed companies in China adopt different ways to propose candidates for directors.the problem we are facing.The second chapter of this paper will focus on the shareholder's proposal and nomination rights.On the basis of analyzing the existing legal rules and market practice,this paper will analyze the two cases of shareholders who have nominated directors in China,and discuss the legitimacy and rationality of the two nomination methods of the proposal and the nomination right.The third chapter of this thesis will explain and compare the US 14a-11 rules and the provisions of Article 192-1 of the “Company Law” of Taiwan.And discuss about the domestic situation and the design of shareholders' nomination rules in other countries and regions,as well as the nomination of shareholders' directors in China.The fourth chapter of this thesis will propose the program of the nomination system for directors in China.Starting from the practice of nomination procedures in the articles of association of listed companies in China,combined with the rule designs in the United States and Taiwan,the paper discusses the process of exercising the nomination right of shareholders in China,including the requirements ofshareholders,the time,the review process and the penalty measures in the nomination system..The fifth chapter of this thesis is the legislative proposal for the nomination of directors system in China.Within the existing legal framework,improve the existing shareholder's proposal rights,supplement the normative shareholder nomination rights,and add shareholder nomination rules to comprehensively protect the legitimate rights and interests of the listed company's shareholders of“choosing managers”.