The Golden Parachute Mechanism of Listed Businesses' Bad Faith Takeover Defense

Abstract

As the wave of mergers and acquisitions spreads in China, incidents of hostile takeovers in the capital market are becoming more frequent. More Chinese companies are revising their articles of association and adding anti-hostile takeover clauses, including the Golden Parachute clause, to protect their interests. Most research on Golden Parachute has focused on the U.S. market, but China's capitalist market environment and corporate governance structure differ greatly from the U.S., and there are blank spaces in the value judgment of the Golden Parachute in American studies. When introducing it in China, legislative bodies and corporate rules should not copy blindly; rather, they should extract its essence while discarding the dross. This article summarizes current research literature on the Golden Parachute clause by Chinese and American academia, uses empirical research to analyze how the clause was applied in the Musk-Twitter acquisition case, and presents personal insights on how Chinese companies can write the Golden Parachute clause into their articles of association and localize it based on actual mergers and acquisitions scenarios. Efforts must be made at the institutional, legal, and ethical levels to address the challenges faced by the Golden Parachute clause in practice, thereby opening up greater possibilities for their application in China.