Vanke's equity war suddenly found that so many big names were killed by capital.

Vanke's equity war has undoubtedly brought corporate governance in China into a new era, and listed companies have suddenly become the land of life and death in the capital market from the Garden of Eden where insiders squandered. In the face of the sudden attack of the strong enemy, the management of listed companies can no longer lie on the grass and enjoy the sunshine and rain, but can only stand up one by one and build a wall to prepare for the war, in order to keep the enemy away from thousands of miles. Yahua Group (002497) and Langfang Development (600 149) have successively set off a wave of amending the articles of association and adding anti-takeover clauses, and Yili (600887) has pushed this wave to a new height.

This new era also puts forward brand-new requirements for us to fully understand many creative sources of modern corporate system, and provides opportunities for legislative, regulatory and judicial functional institutions to systematically think about modern corporate governance rules. It is no exaggeration to say that if we can seize this opportunity and straighten out the relevant rapid take-off systems and rules, it is possible to create a positive and dynamic competition situation in the capital market and fully mobilize the potential of listed companies as the basic organizations for national economic development.

In fact, most of the anti-takeover measures that Yili intends to add in this revision of the Articles of Association are based on the practices of the United States. Therefore, the rules of dealing with such measures in American law are particularly worth learning from. Starting with the most controversial revision of the articles of association of Yili Co., Ltd., this paper looks back on the origin of modern company system with readers in contrast to American laws and policies.