Acquisition Of Listed Companies In The Goal Of The Fiduciary Duty Of The Directors Of The Company

Takeover has become an external growth manner of company that determined to have a rapid development, the way through a public tender offer in order to obtain operational control of the target company has gradually become the main means of mergers and acquisitions. In the process of public tender offer, the target company directors and corporate interests of all parties all have a stake, so the attitude or behavior for both the acquisition of the target company and its shareholders will have a substantial impact, and easy to fall into a serious conflicts of interest in view of the target company directors in the acquisition of the special status for the effective regulation of their conduct in the serious conflict of interest and maintain the interests of the target company and its shareholders, England and American, take the theory of director of the traditional obligations of the Company Law into the securities activities and practice, and gradually developed into the two most representative mode of the target company directors duties, forming today's behavior for the target company directors relatively comprehensive legal regulation.This paper is based on the real, to be regulated by studying abroad, the target company directors act in the relevant legislation and judicial practice, drawing on the basis of its proposed legislative building in the target acquisition of the directors of listed companies and improve operational modalities proposal. This thesis consists of three parts:preface, text and conclusion. While the text covers three chapters and each chapter is arranged as follows:chapter I studies the essential theories of takeover and anti-takeover, introduces the origin and the essence of anti-takeover is to strive for the control of the company. studies the essential theories of the fiduciary obligation of the target company's directors. The study in this chapter starts from the origin analysis of the fiduciary obligation and the directors' fiduciary obligation. Finally this chapter discussed the content of the fiduciary obligation of the target company's directors and pointed out that the target company directors have the fiduciary obligation in the anti-takeover as in day-to-day operating which both include duty of care and duty of loyalty. Chapter II compared the other countries' legislation on the target company's directors' fiduciary obligations. The comparison is focused on the United States and Britain. The United States carries out the general licensing measure which is subjected to the three judicial principles .While the British carries out the general prohibition measure with exceptions. Through the comparion of the two modes and anlyzed the the regulationgs with the differernt two countries.Chapter III examined Chinese current situation of regulation on the target company's directors' fiduciary obligations. Analyzed the articles mentioned above and pointed out their shortage and searched for methods of strengthening the target company directors' fiduciary obligations. This chapter is the starting point and end-result of the whole thesis This section is divided into to parts as incentive mechanism and restraint mechanism. The incentive mechanism includes the interlaced and classifed system of and the Board of directors. The restraint mechanism includes supervisory mechanism and subsequent accountability mechanisms. Among the supervisory mechanism there are supervisory from the shareholders, independent directors and institutional investors. The accountability mechanism includes claims from the shareholders and the third parties.Conclusion reviewed the whole article, concluded that we must take two steps to make the legislation constraints of company directors trust obligations play out the due validity. on the one hand, we should continue to perfect our country's legal system, on the other hand we need to cultivate cultural basis for the effective implementation of legal system ,in order to establish perfect trust culture early in our country.