Study On Directors' Fiduciary Duties Of Targeted Company In Counter-takeover

It is an inevitable result that enterprises merge at stage of commodity economy. Merge once made the indelible exploit for the development of the capitalist modern economy as capital circulation. It is an important way that concentrates in the main market economy of western developed country. There have five times of merging since the end of the 19th century. During the process of merging, the problems of counter-acquisition by the targeted become obvious because of hostile takeover. The laws have been put in effect in various countries and prove mature through practice of decades.This dissertation attempts to study directors' fiduciary duties in the course of counter-acquisition. It is divided into three parts: the introduction, body and the conclusion.First Chapter: Introduction, it discusses objectives, meaning of this study, concepts definition, relevant documents survey and methods that is used in the dissertation.Chapter one of body is about basic theory of director's fiduciary duties. This chapter is divided into three parts: the first part examines the foundation of director's fiduciary duties from the view of relation between director and targeted company. Second part introduces the essence and content of director's fiduciary duties of targeted company from the angle of noticing duties and faithful duties. The third part is a brief summary to relevant basic theories.Chapter two of body discusses the legalization of director's fiduciary duties of targeted in company abroad. In this chapter, it carries on introduction, distinguishing, evaluation and analysis of director's fiduciary duties of targeted company in foreign countries. This chapter also divides into three parts. The first part introduces U.S.A.'s mode. U.S.A.'s mode subdivides into the federal law and state law. Second part introduces UK's mode. The third part makes a comparison between U.S.A.'s mode and UK's mode, and analyzes the differences, similarities and reasons and then offers relevant bases for the author's view in dissertation.Chapter three of body is a summary of the whole dissertation, and one chapter that author's view embodies a concentrated reflection mostly, too. The first part of the chapter discusses the current legislation situation of director's duties of the targeted company in China. In the second part, it points out the deficiency that there exist more problems and has a long way to go in the existing system and legislation in China. In the third part, it puts forward mode choice of director's fiduciary duties of targeted company in China based on analysis of chapter two. It suggests that China adapt US's mode.