Study On The Optimization Of Anti-takeover Clauses Of SSE STAR-MARKET Listed Companies

Under the new economic normal market environment,large-scale circulation of shares of listed companies has been realized.The acquisition behavior,means,and purpose of taking listed company shares as the target will also change continuously.The anti-acquisition clauses of the listed company's articles of association are due to their prior nature,autonomy,and flexibility.They are the spontaneous response of the stakeholders in the game,they are the remedies for laws and regulations,and they are the manifestation of adapting to market regulation under the new normal.The state vigorously promotes mergers and acquisitions of companies through marketization and legalization to realize the economic policy of supply-side structural adjustment,and reviewing the optimization direction of the anti-acquisition clauses of the charter of listed companies in China is a useful response that can be made.In 2019,the Science and Technology Board will be launched,and its positioning and rules will be targeted at mature overseas capital markets.The establishment of the Science and Technology Innovation Board and the innovation of the companies listed on the Science and Technology Innovation Board have given new research value to the acquisition of listed companies and the anti-acquisition behavior of listed companies.This thesis is mainly divided into four parts.The first part summarizes the market situation and commercial practice of listed company takeover and anti-acquisition,introduces the application of anti-acquisition measures in China,and proposes to review the usefulness of the anti-acquisition clauses of the listed company charter from a neutral perspective under the background of the introduction.In addition,it analyzes the characteristics of listed companies on the Science and Technology Board,sorts out the rules on the Science and Technology Board,analyzes its particularity by comparing with the rules applicable to traditional listed companies,and puts forward the issues that should be responded to when formulating the anti-acquisition clauses in the listed companies 'boards.The questions that should be responded to are mainly from the perspective of internal governance and the perspective of external regulation.The second and third parts are the analysis of these two issues.The second part is the internal governance issues that should be responded to when formulating the anti-acquisition clauses of the listed companies of the Science and Technology Board.Due to the characteristics of low-value and high-growth new-type science and technology enterprises,it is easier to adopt anti-acquisition measures to restrict the rights of shareholders or control the structure of the board of directors.At the same time,the governance design of traditional listed companies is difficult to fully respond to the new changes in the market and rules,and the optimization of the charter design responds to the governance issues arising from the difference in voting rights arrangements.According to the particularity of governance,the formulation of terms restricting the number of directors re-elected and the restrictions on shareholders Formulation of nomination rights clauses.The third part is the external regulation issues that should be paid attention to when formulating the anti-acquisition clauses of the listed companies of the Science and Technology Board.The arrangement of differences in voting rights has resulted in the concentration of company control,coupled with the entry conditions and risks of the Science and Technology Board,and the decision-making power of anti-acquisition behavior is almost concentrated on shareholders with special voting rights,resulting in the lack of protection of the interests of small and medium shareholders.By analyzing the development of the dual-equity system in the more mature capital market,and drawing on common theories and institutional practices,the supporting rules for the external regulation of the anti-acquisition clauses of the charter companies 'listed companies are analyzed.The fourth part is the perfect suggestion for the problems analyzed in the previous two parts.Regarding the regulation of the anti-acquisition clauses in the charter companies 'charters,the value orientation of the anti-acquisition clauses should be clarified first,and the principles of legality and effectiveness,balancing the interests of multiple parties and protecting the interests of small and medium shareholders should be followed.Secondly,review the supporting mechanism set by the anti-acquisition clauses,and comprehensively improve the laws and regulations governing the antiacquisition behavior of the charter companies listed on the Science and Technology Board,and resolve the contradictions at the legal level;treat the controlling shareholders who hold special voting rights,and have an obligation of integrity Special requirements,and have specific rules in terms of pre-examination and subsequent proof;in addition,the litigation remedy mechanism should be improved.In the case of improper formulation of anti-takeover clauses,ordinary shareholders have a more scientific litigation mechanism in terms of entities and procedures.According to the writing logic of raising questions,analyzing problems and making suggestions,this thesis studies the optimal approach for the establishment of the charter of listed companies on the science and technology board in the context of anti-acquisition,with a view to effectively connecting theory with practical problems.