Study Of The Acquisition Of Listed Companies In The Target Company Directors' Liability System

The process of acquisition of company is a process of many powers in playing game. It is a vehemence war of fight against the control power of the target company launches. In this complexly fight, there is usually much unfairness. This makes the benefits of numerous benefits parts be subjected to the damage, such as the target company related of small shareholder, the company employee and other benefits parts. Therefore, in order to protect them, it is necessary to enhance the law responsibility system of the target company board of directors.This text tries to discuss the necessity of enhancing the responsibility system of the target company board director from the angle of the benefits conflict. And comparing with other countries' related lawmaking, some suggestions would be made to perfect board director's institutional lawmaking of the target company of our country.The full text is composed three parts of the preface, the text and conclusion. The text is divided into five parts, respectively is:Chapter 1 elaborated the basic concept that acquisition of listed company, analyzed the basic concept that acquisition of listed company from the angle of the narrow sense and broad sense, and our country stock certificate the definition of the concept to the listed company.Chapter 2 analyzed the benefits conflict that causes in the target company during acquisition of listed company. I mainly discussed the acquisition of listed company at the target company cause of various benefits conflict. The first is the listed company procures various benefits conflict that causes in the target company fighting for by the control power cause of board director and company of benefits conflict; The second is a control shareholder with the medium or small shareholder of benefits conflict; The third is the conflict of other benefits parts and company of the board director abuses the possibility of right. This chapter analyzed the target company the board director is in acquisition of listed company place of key position, and they abuse the right as the possibility that strive for the benefit. I analyzed the target company board director during acquisition of listed company abuse the possibility of right, as the shareholder can't inspect the board director, abusing the right to satisfy the self-interest need to provide the possibility for the board director.Chapter 3 is concerning the target company board director the typical model lawmaking of the responsibility system. This chapter is from the comparative angle, analyzing the lawmaking of British and American concerning the target company board director's responsibility in the developed nation. This part detailed introduced the anti-acquisition of therules system of the measure.Chapter 4 discussed our country concerning the target company board director responsibility the lawmaking of the system. This chapter elaborated the current lawmaking of our country concerning the target company board director responsibility the provision of the system. It is divided into six parts: the first is to the target company board director's provision of the basic duty; the second is to anti- provision that procure; the third is to the target company board director's provision of the law responsibility; the fourth is to the target company the board director initiate public prosecution of procedure provision; the fifth is the provision of board director's liability insurance; the sixth is relevant provision that the ownership of a share encourage.Chapter 5 is to perfect target company board director the lawmaking suggestion of the responsibility system, enhancing the target company board director's responsibility to also emphasize and strengthen to the target company the board director exercises the power well of the protection and the incentive system. On the one hand, want basic duty of perfect board director, anti- procure the system, to enhance to manage the layer to publish the duty, the further sound target company board director's law responsibility system, perfect and related judicatory succor measure, the procedure provision; On the other hand, also want to protect the target company the board director is right to exercise the power well, mainly is a perfect board director currently the liability insurance system and the management layer ownership of a share incentive system.In brief, this article attempted to discuss consummation goal director of corporations responsibility system necessity as well as the feasibility from the legislation angle; and point out, the complete goal director of corporations responsibility system supervises except the strengthening and punishes may be operational, but also must pay attention to the trustee legitimate rights and interests the safeguard, also is must consummate the trustee to drive the mechanism and the assurance system, guarantee the trustee to be able fully to display own management talent, but is not because is afraid undertakes the responsibility but works as the ostrich.