Listed companies application of anti- takeover sta

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Listed companies application of anti-takeover statutes and Legal Regulation

Chinese papers League finishing. Abstract articles of association of the company's constitutional documents. Acquisition of listed companies, the target company usually developed by the company articles of association to prevent or defend against hostile takeovers. As China's Company Law and other laws and regulations for listed companies under anti-takeover relatively few problems, leading to the practice of using the articles of association of anti-acquisition situation appears more obvious anomie. This paper attempts to use the articles of association of anti-takeover behavior analysis, and regulation proposals. Key words reverse takeover of listed companies constitution of legal regulation occurred in 1993, acquisition history. Po Yan events, many of the reverse takeover of listed companies has given a high priority issue, adopted a series of appropriate preventive anti-takeover measures, such as the implementation of employee stock ownership plan within, through the introduction of financial shares and distribution of new varieties (such as convertible bonds ) increased equity and so on, but the most commonly used in the company to add anti-takeover charter provisions, such as restrictions on the number of board of directors election, the company repurchase shares and so on. This case is the most typical of Dagang Oilfield White Aishigufen blocked. [1] Aishigufen although not all anti-takeover success, but its directors and executive officers to keep the results so compelling Aishigufen became the focus of the stock market. Similarly, Aishigufen, as is also the Founder of the stock market on the Jointly by the Beijing Yuxing company acquired several other companies Muller Founder, Founder Technology shares triggered the dispute with Beijing Yuxing and other companies can not be entered Founder Technology, concluded the acquisition of failure, a World War II suspense simmering equity control ended. [2] Founder Board of the legality of anti-takeover has sparked controversy. Above two cases were related to anti-takeover provisions in the articles of association is valid. The so-called Articles of Association, is provided to the organization and activities of the fundamental rules, can be described as living in the status of the Constitution that whenever the fundamental interests of the company relations and organizational structure, all must be determined by statute, to the employees, shareholders, creditors or even the general public have the effect of regulation. In accordance with national legislation or judicial general practice firm, articles of association as the company an important legal document, for the company and its shareholders, directors, managers of conduct has a direct binding effect. [3] For listed companies, particularly significant meaning of the Articles of Association, as corporate governance and corporate change of control, which may have a significant impact on the stock market matters usually be arranged through the articles of association. In China, with the split share structure reform, major changes in the securities markets and the successful completion of the era of circulation, acquisition and takeover is bound to increase. In the process, inevitably became the original articles of association shareholders, potential acquirers, management and other parties to contest the tool. In practice, unite in the anti-takeover measures, are usually arranged through the company's articles of association. Anti-takeover in the application of the articles of association usually exists as the situation: 1 driver drive the so-called shark shark agent agent terms, refers to a company for the purpose of anti-takeover, set in some of the articles of association as the acquisition of terms of barriers, also known as Reverse takeover of listed companies in China instance, the , in which the voting rights and election of board members is a top priority. Therefore, the practice is usually limited shareholder voting rights provisions linked to the qualifications of directors. Limit is the qualifications of directors requires the directors of the conditions of employment, non-specific conditions may not have served as directors of the Company. After the acquisition occurs, the qualifications of directors by certain specific conditions to limit the acquirer to the board, thereby preventing the acquirer to obtain control of the company. For example the case of the new continent. [5] director is a director of the conditions of eligibility, a person can get on the board is a prerequisite, is not only no law to prevent people in Germany and mixed with the abuse of director of the board of directors to establish a preventive system. Therefore, most countries made positive eligibility qualifications of directors and negative aspects of the limited qualifications. Directors means the directors of the positive qualifications must have working conditions, such as holding conditions, national conditions, as conditions and age conditions. Director is not eligible for the negative position of director terms and conditions, such as the character condition, part-time conditions. Of In this regard, in accordance with Therefore, listed companies in China can use the anti-takeover measures. [6] 1.2 Terms of grading and staging of grading and staging of the Board Board [7] may be called a board round electoral system means the replacement of the articles of association directors election year in which only a certain percentage ( such as 1 / 2 or 1 / 3, etc.). Round election system in the implementation of Board cases, even if the acquirer to the acquired enough equity, can not make a substantive restructuring of the board of directors, as the majority of the board of directors or the original directors, they still hold the majority voting, and then control company. Practice in China listed companies, the new continent for the implementation of anti-takeover amend the constitution to increase the following: Board of Directors each year the number of directors to replace and re-election to the Board of the total number up to 1 / 3. This is the grading and staging of the board of directors system called a simple application. Very clear intent of this measure is to ensure that the actual controller of the company firmly in control of the right to speak to the potential acquirer to increase the acquisition difficult. Therefore, the grading and staging of the Board Terms of the acquisition of the control was significantly slowed down the process of the target company board of directors, so people have to think twice before the acquisition, which will help to resist hostile takeovers. This reduces the acquirer's acquisition intentions, and to improve access to financial support of the acquisition were difficult, but the drawback is that only delay the speed of the control board can not ultimately prevent the acquisition of control of the company. Overall, the board round election system is a little effect on stock prices and very strong anti-takeover strategy. But practice shows that in recent years the number of companies using this strategy is declining. 2 company's financial position, thereby eliminating the purchase intention of the Offeror to implement the measures. For this approach, companies usually are clear provisions in the Articles of Association. Scorched-earth policy includes sale of The so-called crown beads, is attractive and the company acquired the assets of some value. Beads will be sold or mortgaged crown, can eliminate the incentive for the acquisition. For example, to enter into an agreement with the white knight white knight was As noted above, this approach is called Puffiness variety of tactical approaches, including the purchase of related assets or profitability of the poor, a significant increase in corporate liabilities, were invalid and long-term investments. This can prevent the acquisition of those two ways. The acquisition of the target company to make up for those who want to use its acquisition spending is impossible, and the target company may be burdened by debt, the acquisition has become meaningless. 3 This method can increase the acquisition cost of acquiring, reduce the company after its acquisition of the expected benefits. [8] Similarly, also for the lower level managers and general employees of the From the anti-takeover point of view, this strategy will increase the cost of acquisition or increase the target company's cash expenditures and thus hinder the acquisition. Through this method of management personnel in the protection of preferential treatment at the same time, increasing the difficulty of the acquired company. At present, China has not yet listed companies in a similar case. Of approval by the shareholders. Practice, the usual practice is, the golden parachute plans need to start with the formulation and implementation of the Remuneration and Appraisal Committee Board of Directors a proposal submitted to the Board of Directors decided, and then passed by the shareholders meeting to write the articles of association, so that the golden parachute plans to implement anti-takeover measures to established. Conclusion: Because the Therefore,[link widoczny dla zalogowanych], follow the Listed companies in the suit against takeover, the people's court should be carefully identified and judge the effectiveness of the provisions of the Articles of Association. Meanwhile, the legislation still need to improve the corporate anti-takeover, takeover of listed companies should also be moderate administrative supervision. Only then will it be possible acts of abuse has been to contain the articles of association.