In The Acquisition Of Listed Companies The Target Company Directors Duty Of Faith

With the rapid development of our economy and the constant change of the company system,the number of the listed companies has increased. Therefore, the contention of the company’s controlling interest is becoming increasingly intense. There are two advantages of the takeover of listed company :the first one is to encourage resource regrouping,and adapt companies to survival of fitness. The other is to form collective model. However, the development of this system will bring to the terms of the company’s internal governance structure and dangerous, many companies take a variety of anti-takeover measures to prevent or delay the conduct of the acquisition,the company was reorganized in an attempt to reverse the situation.However, in our country there is a big gap about this system,the law is not yet mature, and also there are a lot of deficiencies.In practice, the Directors as the representative of the company’s management who considerate for their own interests, will prevent the abuse of anti-takeover measures to carry out the acquisition.But the aim of setting up the system of anti-takeover legislation is in order to be able to preserve their own target company’s anti-takeover company through them against hostile takeovers, or for the company and its shareholders for the greatest interests in the case of the inevitable takeover.Thus, the management of the target company’s anti-takeover regulate fiduciary duty is essential.At first,the paper is starting from the analysis of legal basis.Second,analysis of British,American and German classic cases,discuss about how to build the perfect legal system on directors’ duties of Target Company.Then, analyze the present legislation of our country,there are four disadvantages,who has right to make the anti-takeover decision;information disclosure is not perfect;lack of legal regulation of the directors’ duty of internal;lack of accountability mechanisms of the director’s breach of faith obligations.Finally, in view of existing problems, on the basis of draw lessons from foreign legislative experience,combined with our country ‘s conditions,put forward to improve and build the listed company acquisition of the target company directors’ duty of faith in the legal counter measures.