Legal Regulation of Anti-takeover Authority of the Board of Directors of the Listed Companies
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In a series of activities regarding anti-takeover activities of listed companies, it is cast in doubt that the legitimacy of the expansion of anti-takeover authority exercised by the board of directors (BOD). After researching practices of such authorities in China, this article focuses on analyzing the source and attributes of BOD’s anti-takeover authorities in two ways: the fundamental power arrangement between board of directors and shareholders' meeting, and options of corporate management structure. To regulate the anti-takeover activities of the board of directors, this study intends to provide a constructive mechanism: limiting the scope of BOD’s anti-takeover activities by the inherent powers of the shareholders' meeting and the protection of minority shareholders, and restricting the BOD’s discretion by the principles of fiduciary duty, proportional defense and maximization of corporate interests.
Abstract
In a series of activities regarding anti-takeover activities of listed companies, it is cast in doubt that the legitimacy of the expansion of anti-takeover authority exercised by the board of directors (BOD). After researching practices of such authorities in China, this article focuses on analyzing the source and attributes of BOD’s anti-takeover authorities in two ways: the fundamental power arrangement between board of directors and shareholders' meeting, and options of corporate management structure. To regulate the anti-takeover activities of the board of directors, this study intends to provide a constructive mechanism: limiting the scope of BOD’s anti-takeover activities by the inherent powers of the shareholders' meeting and the protection of minority shareholders, and restricting the BOD’s discretion by the principles of fiduciary duty, proportional defense and maximization of corporate interests.
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