Legal Regulation Of Anti-Takeover Provisions In The Articles Of Listed Companies In China

In recent years,there have been frequent mergers and acquisitions in the capital market,and listed companies have modified the articles of association to set anti-takeover clauses to resist the "barbarians" kicking the door.As a preventive anti-takeover measure,the anti-takeover clause added in the articles of association of the company can play a good anti-takeover effect when the shareholding structure of the listed company is relatively dispersed and it is easy to be the target of the board raising.The practice of setting up the anti-takeover clause in the articles of association finally shows that the autonomy of the company can be realized through the carrier of the articles of association.However,whether the anti-takeover clause can be set up in the articles of association without control is a question that must be answered.For companies,regulation and autonomy are not about who lives and who dies,but who lives and who dies.Joint stock limited companies,especially listed companies,are highly capitalized and highly socialized,and their investment and business activities will have a significant impact on the market as a whole and stakeholders,so more regulation is needed.However the current system of anti-takeover legislation scattered in many laws and regulations,neither concentrated again not clear,more principled regulations is difficult to play a guiding role,causes the listed company created the multifarious in practice,the anti-takeover clauses in the articles of association of this not only increased the difficulty of regulation,also tend to make the judiciary and regulators do not have a unified processing result.In the extraterritorial legislation and supervision,the us has formed the orientation of the board of directors to make the anti-takeover decision through statute law and case law,and determined the legality of the anti-takeover measures by combining with the commercial judgment rules.In Britain,the right to make anti-takeover decisions rests with shareholders' meetings,which are overseen by self-regulatory bodies.Therefore,we can start from three aspects of regulation principle,model list and supervision to perfect the regulation of anti-takeover clause in our company's articles of association.First of all,we should adhere to the balance between autonomy and regulation in the articles of association,strengthen fiduciary duty,and attach importance to the interest protection of minority shareholders and other stakeholders as the overall regulation principle.Secondly,a model list of anti-takeover clauses is added in the corresponding chapter of the guidelines on the articles of association of listed companies as a voluntary rule to provide reference for the formulation of the articles of association of listed companies.Finally,from the CSRC,stock exchange,securities service institutions and other subject,strengthen the supervision and measures.