On Directors' Duty In Tender Offer

In the background of the gradually booming of takeover market, the basically accomplishment of Split Share Structure Reform, the establishment of Inclusive Circulating Shares Market, and Essential Tender Offer getting more possible to happen, study on directors' duty in Tender Offer undoubtedly has the theoretical and practical significance. Previous researches on directors' duty in tender offer mostly concentrated on the target company directors, while the period studied is most limited to that when the target company directors are confronted with hostile takeovers, which did not exhibit integrally the specific duties of directors of both sides in the whole periods of Tender Offer. Therewithal, this article would be structured with the line of the stages (preparing, implementing, completing) of Tender Offer, refer to the special ownership distribution in China, and discuss director's duties of both sides in Tender Offer, so as to contribute to the perfecting of Directors' Duty in Tender Offer system in China.This article has 6 chapters. Chapter 1 mainly analyses the particularity of directors' duty in tender offer. Directors of both sides in Tender Offer must comply the duties of care and duties of loyalty, and protect the interests of the company and its shareholder to their best. However, the conducts in Tender Offer are not only the company interior conducts, for concerning corporate control transfer, but also have the effects on the interest of shareholders and directors of target company, stock market value of both sides in Tender Offer, stability of stock market, even the enterprise integration in its own industry. In a word, special duties need special regulation.Chapter 2 analyses the directors' duty in preparing stage of tender offer. As the beginning of tender offer, this stage is important to the success of tender offer. Most previous researches ignore directors' duty in this stage. This chapter mainly discusses duty of avoiding false offer and duty of secrecy and disclosure.Chapter 3 analyses the directors' duty in implementing stage of tender offer. Currently, directors' duty in this stage is mainly take on by directors of the target company. This chapter mainly discusses duty of careful compilation of Board of Directors' Report, and duty of Equality of Information to Competing offerers, which are taking on by directors of the target company.Chapter 4 analyses the directors' duty in the special state of anti-takeover. Under anti-takeover, directors of the target company would face the direct interest conflict with the shareholders, so the regulation of the anti-takeover conduct of target company directors became the emphasis of most countries' legislation. British Mode and American Mode, which are the two of the typical legislation modes, set up the neutral duty and duties of loyalty under respectively modified business judgment rule. This chapter mainly discusses these two legislation modes.Chapter 5 analyses the directors' duty in completing stage of tender offer. After the accomplishment of tender offer, going on wheels of handing over and taking over is important to the implementation of purchasing offer and implement of purchasing plan. Most previous researches also ignore directors' duty in this stage. This chapter mainly discusses the cause and content of the special duty of directors in this stage.Chapter 6, referring to the legislation of China, propose opinions of perfecting the legislation of directors' duty in tender offer.