The Legal Boundary Of The Anti-Takeover Clauses In The Articles Of Listed Companies

In recent years,there have been many battles between takeover and anti-takeover in the capital market of China.Shareholders of the listed companies are increasingly using charter and bylaw provisions to customize their anti-takeover measures.On the one hand,after the reform of the shareholder structure in listed companies was completed,the hostile takeover behavior attracted market attention,and the value of anti-takeover gradually became prominent.Prior to this,the shareholding structure of China's listed companies was mostly concentrated by large shareholders,so hostile takeovers were not common.With the completion of the reform of the shareholder structure,the securities market gradually entered the era of full circulation of shares.Since then,corporate acquisitions are facing a more favorable market environment.On the other hand,these restrictions in China's statutory capital system and legal regulations have not left too much institutional space for anti-takeovers.The antitakeover clauses are relatively flexible and low-cost anti-acquisition measures to respond to market changes.They not only respond to the threat of hostile acquisitions,but also help to improve the internal governance of the company.Thus,it is favored by listed companies.The charter of the listed company has become an indisputable place for the game between the two parties in the control market.As early as the 1990 s,China's securities market had set off a wave of amending the company's articles and placing anti-takeover clauses as a defense.In the early stage of adopting the anti-takeover clauses,the form and content of the anti-takeover clauses of the listed companies in China were relatively simple,and the showed poor defense effect.Nowadays,the companies have learned from each other and the anti-takeover clauses have shown a diversified trend.The phenomenon that listed companies have set up anti-acquisition regulations one after another has also aroused the attention of the practical and theoretical circles.The academic community is at odds with the classification,legality judgment standards and legal boundaries of anti-takeover clauses.Judicial decisions and supervision practice also have disputes on the judgment of the effectiveness of anti-acquisition clauses.So the changes in the corporate control market are lacking in efficient responses.The lack of a unified judgment standard leads to an unclear legal boundary of the anti-acquisition clauses.For one thing,the amendment to the articles of the listed companies lacks a basis for reference.For another thing,abuse of the anti-takeover clauses may damage the interests of the relevant entities.Therefore,it is necessary to classify and analyze the value of common anti-takeover clauses,and at the same time to discuss the boundaries of charter autonomy and study the conflict of interest behind the anti-takeover clauses.Thus,it will help to obtain the criterion for judging the legality of the anti-takeover clauses of the listed company's charter is obtained.Structurally,this article focuses on the legal boundary of anti-takeover clauses.Except for the introduction,the main content is divided into four chapters.The first chapter is an overview of the anti-acquisition clauses of the listed company's articles of association.It categorizes the common anti-acquisition clauses and analyzes the current judgment dilemma with case study.The second chapter is about the basic principles involved in the anti-takeover clauses of the listed companies' articles,mainly involving the value of anti-takeover behavior and the theory of charter autonomy.The third chapter discusses the standard for judging the legality of the anti-takeover clause in the articles of the listed companies.The boundary of the anti-acquisition clauses of the constitution is essentially a matter of constitutional autonomy.Therefore,the autonomy of the constitution should be respected as much as possible.Chapter four studies the legality of the anti-takeover clauses one by one.This chapter first enumerates the existing views,and then evaluates the anti-takeover clauses according to the legality judgment standards mentioned above.Through the research on the legal boundary of anti-takeover clauses,this paper hopes that it can offer a certain reference value to the operation of anti-takeover clauses in practice,and play a positive role in the development of capital markets and the protection of investors' interests.