On Director's Fiduciary Duties Of The Target Company In Takeover Defense

30 years since reform and opening up,China gradually transformed itself from a highly centralized planned economic system to market economic system transformation,to establish and perfect the system of socialist market economy eventually,in the dynamic market economy,all kinds of economic business activities in full swing,stocks,funds,private equity,listed companies,investment Banks,commercial Banks have sprung up.The listed companies are an important force in promoting China's economic development mode change,the listed company has covered the main industry in the national economy,the impetus of the development of national economy booster,its good ability of value creation made important contribution for our country economy high speed growth,the listed company in the position in national economy is self-evident.In addition,the impact on the financial market of listed companies also to be reckoned with,and therefore the behavior of listed companies are closely related and millions of public investors.While the opportunities and challenges coexist of merger and acquisition activity relationships with the future and destiny of listed companies."The Battle between BaoNeng and WanKe " in 2016 once again attracted many investors and even the layman's eyes,we can't help but to think in the face of the "barbarians" to "break in" share,the target company should do,how to do it,can we fundamentally maintain company's interests,ensure the fundamental rights of the public investors,the directors would not stand out.Based on this,this paper focuses on the directors' duty of faith in the anti-takeover of the target company.In recent years,frequent global mergers and acquisitions,mergers and acquisitions are common in the modern economic life.In a matter of vital importance to the company merger and acquisition activity,director at the position of the trustee is shouldering the heavy burden,they are the company's managers,to the company's operating condition,financial information,etc.,the exercise of duties with the company's fate.But in the company's acquisition,director of their own faces enormous crisis: say goodbye to high salary give,in this case,the directors often to keep everybody envy of position and abuse their rights,regardless of the company and public investors interest and the validity of decision.This article will revolve around directors' duty of faith in the anti-takeover this theme,as the research object,in the United States to the United States judicial practice and legal system are discussed,based on this,aiming at the target company in anti-takeover regulations for the directors' duty of faith,complement and legislative proposals are put forward.This paper consists of five parts.The first chapter of this thesis to introduce the basic concept of anti-takeover,which is divided into four sections,starting from the concept of anti-takeover,introduced a series of anti-takeover measures,on this basis,this paper discusses the two kinds of anti-takeover decision model under the function of the directors' duty of faith,director in the two modes of anti-takeover decision-making influence size,for below anti-takeover in the directors' duty of faith laid the foundation.Chapter two of this thesis has carried on the simple introduction about the concept of faith obligations,emphatically explains the faith obligations typed analysis,and from the target company directors in the maintenance of the company and maximize shareholder interests,to reduce the agency cost as well as to the contract for leak fill a vacancy three demonstrates the function of the directors' duty of faith.Chapter Three mainly introduces China's current legislative status quo of the directors' duty of faith,and under the rules of the existing main problems.By the company law,the measures for the administration of the listed company to the directors' duty of faith in the regulation of five major problems found in analysis,namely the duty of loyalty and diligence obligations of imbalance,lack of the lack of the duty of loyalty and diligence obligations,the absence of the directors' duty of faith judgment criteria,and the directors' duty of faith,the lack of legal responsibility,provides direction for next perfect measures put forward.Chapter Four of this thesis to the Anglo-American law system is mainly connected with the directors' duty of faith of the anti-takeover provisions of the state and the judgment rules,from the British and American law provisions on the directors' duty of faith of analyzed between the two countries about the duty of loyalty and duty of care standard of judgment.Then introduces the connotation,the constitutive requirements of the business judgment rule and applicable in the specific case.The Fifth chapter mainly tells the story of the author for the anti-takeover of target company directors' duty of faith in our country puts forward the specific countermeasures for the problems,including the balance of the director's duty of loyalty and duty of care,improve the regulation of duty of loyalty and duty of care,introducing business judgment rule and define the legal liability clause,the directors' duty of faith to faith of the target company in anti-takeover directors obligation to contribute.