On The Legitimacy Of The Provisions Of The Anti-takeover Constitution Of The Listed Company

This article begins with the reality that the major listed companies in China are now rewriting their constitution and add anti-takeover clauses in which were caused by Wanke's acquisition and counter-acquisition battles in 2015.The author studied in the current major eight anti-takeover clauses used in China's anti-takeover market deeply.The anti-takeover clauses are divided into three categories: they are strictly related to the articles of the anti-takeover regulations stipulated in the relevant laws,and they apply the provisions of the articles of anti-takeover regulations stipulated by the relevant laws and the articles of anti-takeover regulations formulated for the legislative blank.The first part of the article mainly introduces the main provisions of the anti-takeover articles in what form the purpose of the anti-takeover is achieved,and the current use of these terms in the Chinese market.Based on the analysis of the effectiveness of the anti-takeover articles of association,the author elaborated on whether the anti-takeover articles of association's application of the provisions of the relevant laws and regulations of the “Company Law” is inconsistent with legally enforced norms and whether it is related to the “Company Law” and other laws and regulations.The purpose of legislation is deviated,and whether the listed companies are entitled to full autonomy for the anti-takeover legislation to modify the articles of association and make corresponding provisions,etc.On this basis,it proposes a proposal for the regulation of anti-takeover regulations for the construction of China's subjective and objective legality judgment system.Based on the principles of subjective legality judgment of major anti-takeover articles that China can refer to from the outside of the domain,the four major subjective legality judgments including the maximization of shareholder interests,the principle of evidence for directors,the exercise of shareholder voting rights,and the consideration of social interests are proposed.At the same time,under the premise of an analysis of China's current anti-takeover legislation and regulations,combined with China's actual conditions,it puts forward suggestions for perfecting the anti-takeover regulations and perfecting the supervision system for anti-takeover regulations,with a view to truly exerting its effect on the anti-takeover articles of association of listed companies to ensure that the company does not affected by hostile takeovers,it also made some contributions to protecting the legitimate rights and interests of the company's new and old shareholders and maintaining good order in the acquisition market.