Comment On Obligations Of Directors Of Corporation Anti-takeover

The system design of company law relys on their own norms to guide and to bind the conduct of various groups, trying to find the balance between fairness and efficiency. At the area of acquisition, the directors of the target company stand in the center of the interest conflicts. How to regulate the conduct of directors and how to exert their enthusiasm in the framework are big problems in the legal system. Defining the obligations of directors reasonably is becoming an important and most fundamental constraint means. Based on this thinking, this article discusses the following aspects:From the case of anti-takeover, the introduction discussed the significance of the definitions of obligations of the directors, linked the actual situation at home and abroad, analyzed and discussed the problem to be solved.Chapter1, the legal basis of the obligations of directors in the field of anti-takeover. According to the specificity of the acquisition field, we discussed the sources and the basic contents of the directors obligations, pointed out the problem of directors obligations in the area of the designing legal system, discussed the contents of directors obligations, introduced the basic standards to define the directors obligations in the western countries—business judgment rule.Chapter2, the comparative law study of directors obligations in the field of anti-takeover. We focus on the analysis of directors obligations of anti-takeover legal system of American law, which represents Anglo-American legal system; Next, we analyze directors obligations of anti-takeover legal system of Germany law, which represents Civil Law countries. Finally, we discuss the enlightenment in accordance with China's reality.Chapter3, the thinking of improvement of directors obligations in anti-takeover. As the main chapter, we discuss the better measures to define the obligations of company directors in the acquisition preliminarily. To improve the traditional sense of the directors obligations refers to the fiduciary trust obligations of the directors to the shareholders and the company. Because of the anti-takeover has the form of commercial activity, it is proposed to adopt business judgment rule as foundation of building directors duties. With reference to the United States and the Civil Law practice, strict criteria should be adopted to define the liabilities of directors in the procedure and the conditions. Also, in accordance with the reality of our country, we put forward our views of improving the duty of loyalty and the duty of care, then we refer to the acquisition of directors who should assume specific obligations from other angles like information disclosure and social responsibility theory etc.