The Behavior Regulation Research Of Target Company’s Directors In Anti-takeover

In the capital market, acquisition as a necessary means of industrial structureadjustment, to expand the company’s operating scale in the short term, increasemarket share and achieve the optimal allocation of resources. However, acquisitioninvolves in the right of control. The buyer achieves the goal of control transfer bypurchasing a target company’s shareholders, which inevitably involves a conflict ofinterests. In the process of acquisition, director of the target company is faced withfalling revenues and the threat of loss of status. They are likely to act contrary to“maximize shareholder interest principle” for their own interests, which affects thecompany’s acquisition and is not conducive to the realization of the function ofoptimal allocation of resources. Therefore, how to regulate the behavior of the targetcompany directors and find a balance point of conflict between the acquirer, the targetcompany shareholders and the target company directors becomes a subject in theoryand practice.In anti-takeover, the most direct means of constraint to regulate the targetcompany directors is set up legal obligations. Therefore, to understand the basictheory of anti-takeover and the directors’ duty of faith is the premise of behaviorregulation path of the target company directors. Second, the behavior regulationmode of Britain and the United States breed by the mature capital market has itsreasonable place. In the search for the target company director behavior regulation, itis necessary to draw lessons from these countries. However legal system has the characteristics of regional, we can’t blindly copy other countries’ legal system,therefore, look at the actual state of legislation in the target company director behaviorregulation is unable to avoid. In this paper, based on the above ideas, the authordivided into introduction, text and epilogue, the text is divided into four chapters,chapters content are as follows:First Chapter “The Basic Theory of Anti-takeover” introduces the origin, conceptand characteristics of anti-takeover from the angel of acquisition and affirm the valueof anti-takeover by the analysis of five wave of mergers and acquisitions in the history,pointing out that the target company has the power of anti-takeover, at the same time,we need the law to the boundary of the anti-takeover actions, in order to prevent thetarget company directors abuse the power.Second Chapter “the Target Company Directors’ Fiduciary Duties” starts fromthe origin of fiduciary duties, exploring the directors’ fiduciary duties on company lawand the special status of target company’s directors in anti-takeover, pointing out thatthe conflict between shareholders and directors, so as to demonstrate the valuereinforcement the target company directors’ fiduciary duties.Third Chapter “Foreign Law Legal Regulation of Directors’ Fiduciary Duties inAnti-takeover” focuses on the United States, Britain, Japan and other countries whosecapital market is relatively mature, introducing the different patterns of behaviorregulation.Fourth Chapter “The Status Quo and Perfection of The Target CompanyDirectors Behavior Regulation” analyses the deficiency of the current legal system inour country by combing the company law of our country, the listed company’s articlesof association to guide and the measures for the management of listed companies. Onthis basis, put forward that to make up for the inadequacy of the current legal system,we should define anti-takeover decision-making belonging, perfect the informationdisclosure system, strengthen the target company directors’ fiduciary duties.