Study On Directors' Fiduciary Duties Of Targeted Company In Counter-takeover

With the intensification of the capital market competition,the acquisition and anti takeover of the company are becoming more and more fierce.If the Target Corp is successful,its control will be transferred,as a director of the company's management may lose its position as a director,or even completely dismissed.Therefore,as the directors and the takeover of the management has a direct interest in the development of anti takeover measures,the company is more likely to maintain their control in consideration,while neglecting the protection of small shareholders,the company and creditors and other stakeholders interests.Therefore,to improve the Target Corp directors' fiduciary duty,to promote its reasonable and prudent to take anti takeover measures,to prevent the opportunism behavior,has become an important issue facing the company law,has yet to end the "diplomatic control incident" it fully illustrates this point.Based on the above situation,this article launches the research,the concrete content divides into the following six chapters:The first chapter mainly discusses the research background,purpose and significance of the fiduciary duty of the target company in anti-takeover,domestic research status and foreign research status,in order to play a role in this paper.The first chapter is mainly on the basic theories of anti takeover issues were analyzed,on anti takeover concept,type analysis,essence,value judgment and conflict of interest in several aspects,the detailed analysis of the basic theoretical issues of anti takeover actions,in order to lay the foundation for the following analysis of logic.The second chapter mainly analyzes the basic theoretical problems of anti-takeover,around the concept,type analysis,nature,value judgment and conflict of interest,and detailed analysis of the basic theoretical problems of anti-takeover behavior,in order to lay a logical foundation for the following analysis.The third chapter analyzes the basic theoretical issues of the fiduciary duties of directors in the target company,focusing on the logical origin of the fiduciary duty of the target company and the value of the fiduciary duties of the target company,aims to illustrate the necessity of the legal system of directors' fiduciary duties.The fourth chapter mainly analyzes the legal regulation of the fiduciary duty of the target company in anti-takeover,mainly based on the company law,the securities law,the acquisition management of listed companies and the regulations of listed companies.The fifth chapter mainly takes the United States,Britain and Germany as example,analyzes the legal system of the directors' fiduciary duty of the target company,and puts forward some suggestions,in order to provide reference for the relevant legal system.The sixth chapter mainly analyzes the perfect path of the fiduciary duty system of the target company in anti-takeover process,based on the balance between the duty of care and loyalty,the perfection of the fiduciary duty,the perfection of the fiduciary duty,the fiduciary duty judgment standard.