The Analysis On Director’s Duty Of Target Company In Merger And Acquisition

According to the Shanghai Stock Exchange in 2015, the year of merger, acquisition and reorganization in Shanghai were done 863 times, year-on-year growth of 50%; 243 the material assets reorganization of suspension enterprises, year-on-year increase of 47.27%; Restructuring, 153; 92 to complete the material assets reorganization, increased 129.9% year-on-year, mergers and acquisitions of prosperity for the healthy development of capital market in our country and the improvement of the legislation challenge. In the process of acquisition of listed companies, members of the board of directors plays a huge role; On the one hand, the target company directors in the company, after receipt of the tender offer is responsible for collecting relevant information, and relying on the company’s business situation and development strategy to the shareholders to provide professional advice; On the other hand, the target company directors need to negotiation on behalf of the shareholders of a company and buy in place to ensure that by acquiring maximizing the interests of the target company and all shareholders. As acquisition occurs, the director and the company can produce conflicts of interest between shareholders and directors in the company’s existing interests and status because the target company is taken over and put an end to the possibility of more. So, in the listed company takeover occurs, how to through the 2 improvement of the duty of directors system to regulate the behavior of directors become legal system should be the focus of m&a, is also this article focuses on the problem.In this paper, the body part consists of six chapters:The first chapter summarize the modern corporate governance structure, director of the obligation under the concrete from the position of director in the modern company; The relationship between the director and the company and shareholders; Three aspects of the basic content of the director duty is analyzed. First clear the board of directors is the company’s management organization and shareholder decisionmaking actuator, its situation, the industry competitiveness for the company’s day-today operations, development strategy, the most understanding; Secondly by analyzing the director and the company, and the relationship between the shareholders can be a director to perform the obligation of object, the traditional theory is that directors of service to maximize shareholder interests and modern theory is that the directors as the company’s managers, employed by the company’s organ of authority, rather than specific shareholders general meeting of shareholders, so it should serve the company’s overall interests rather than the concrete interests of shareholders, the company’s interests of epitaxial than shareholders’ interests should be widely; Finally, through to the director duty the concrete content of the content of the director general obligation, namely the concrete connotation of duty of loyalty and diligence obligations.The second chapter analysis the particularity of listed company of this commercial behavior, and analysis of the decision-making mode of different status and role of the board of directors, and then clear the director was done after the takeover of listed companies in the value orientation of decision-making. It differs from the general management behavior, a company’s collision induced by internal and external various interests, including shareholder interests contradiction between the need to rely on the size of the fully to the balance of loyalty and diligence obligations; Company and directors, conflicts of interest between shareholders and directors by law, strengthening the obligation of the target company in the process of acquisition of listed company directors need basis. Hostile takeover threat of directors in the vested interests of the company, as well as the existing status, so the suspicious of the impartiality of the shareholder decision-making Suggestions, management buyout occurs, the director and the external identity there is a certain overlap between the acquirer, director of interest make decisions based on the shareholders and the company also in doubt; Therefore, strengthen the director duty become guarantee purchase behavior conforms to the interests of the company and the shareholders inevitably choice.The third chapter to the British and American and German were acquirers director duty content comparison research, in order to our country by acquirers of the target company directors of the duty to provide perfect enlightenment. British company legislation to "shareholder meeting center doctrine" as the guiding principle; Directors serve shareholders’ interests, so in the process of acquisition of listed companies, decision-making power to the shareholders meeting, board of power space is compressed, in the secondary position. America and its opposite, the "shareholder meeting center doctrine", under the influence of a target company director in antitakeover decision-making power, the anti-takeover is regarded as the general business practices, this ensures that the listed company, the company is able to respond quickly, at the same time, the United States through case law also created the business judgment principle for judicial review of the execution of directors obligations.The fourth chapter mainly introduces the related legislation in our country the status quo, through to the company law, the measures for the administration of the takeover of listed companies, and other important relevant legislation, the target company directors obligation for a simple comb, and summarized by acquirers director general responsibilities and obligations.The fifth chapter mainly relying on the existing laws and regulations and market practices, in the process of acquisition of listed companies improve the theoretical contribution of the director’s obligations. In different developmental stages of the acquisitions of listed companies as the clue, analyses offer before, after the occurrence of tender offer, the offer after the completion of the behavior of the particularity of the three stages of directors, and Suggestions for the perfection of obligation.