The Board Of Directors Of The Target Company Right Theory Of Hostile Takeover

The directors of the Target Corp in a hostile takeover will clear the scope of rights,is an important problem in the face of a hostile takeover of the listed company, is China's securities market in the face of today's acquisition of Listed Companies in the wave of urgent need. However,in today's China's corporate law and securities law,the problem has not been given due attention, in the legislation is in a relatively backward state. At the same time, due to the lack of relevant laws and regulations, the current practice in the page showing a chaotic situation, on the one hand some of the Target Corp's board of directors is too strong, in a hostile takeover centralize power on major issues, wantonly erosion should belong to the rights of shareholders; on the other hand,is a part of the company in the face of hostile takeover when shareholders the two sides quarrel endlessly in order to compete for the right conflicts. These phenomena are not a healthy capital market should have. In this paper: first, the board of directors of the Target Corp's rights should balance the relationship between the shareholders and the board of directors,the balance of interests between the owners and managers is the most basic problem for the company, so is the board of directors to determine the scope of rights of priority. Secondly, other stakeholders, the development of modern enterprises can not be separated from the interests of other shareholders in addition to the group, which is not only the survival of modern companies, but also the embodiment of modern corporate social responsibility. When dividing the scope of the board of directors of the Target Corp, it is in line with the connotation of the development of the modem company that other stakeholders should be included in the internal balance of powers. Finally, the board of directors of Target Corp should be entrusted with the protection of minority shareholders in the company, which is the embodiment of legal fairness and justiceIn the legislative process in the future, by way of judicial interpretation clearly the scope of the rights of the board of directors of the Target Corp in the "company law",also can separate regulations in law more specific implementation for system to provide the necessary supplement. Specifically, the design of the system should be in relationship with the board of directors, the company and all other stakeholders and small shareholders in the clear in the face of a hostile takeover of its own position, and to grasp the three principles in the three major interest groups in the interaction of the occasion: fiduciary duty between multiple agents and principles all the company's principle, priority shareholders and other stakeholders, and small shareholders.