The Duties Of The Directors In The Target Company In Takeovers And Mergers

As an important part of modern business activities,merger and acquisition has been paid more and more attention by domestic enterprises.A lot of growing enterprises through mergers and acquisitions to achieve their own value and ways to enhance the overall strength of the board of directors and related matters in the process of mergers and acquisitions decision making its position is very important in the process of mergers and acquisitions.But despite China's”company law","Securities Law" and "acquisition of listed companies management approach" for the board of directors of the common obligation(such as duty of loyalty,duty,obligation of information disclosure provisions),system regulations of our country lack of specific obligations to the board of directors should undertake in enterprise merger and acquisition,the is very unfavorable to the development of China's enterprise merger and acquisition.This paper will focus on the obligation of the directors of the Target Corp,according to the general obligations of the board of directors of the Target Corp should bear in mergers and acquisitions and special duty agreement on hostile takeover in two different circumstances should bear and rationality are discussed,finally the director of defense measure and the implementation process of current practice in the board of directors of the Target Corp are widely used in obligations.This paper is divided into four parts,the full text of thirty thousand words,the main contents are as follows:The first part:mergers and acquisitions in the board of directors of the Target Corp general obligationsThis part is the summary part of the article,first introduced the general obligations of the board of directors of the Target Corp shall be in corporate governance,namely the general duty of care and duty of loyalty,duty and the avoidance of conflict of interest disclosure obligation,the obligation of confidentiality.After the reference to the current legislation of German legislation and China's Taiwan region,discusses the special duty of the board of directors of the Target Corp in common in mergers and acquisitions,to protect the best interests of shareholders and the obligation to give independent opinions obligations.The second part:the discussion of Target Corp's board of directors obligations during the merger and acquisitionThis part is mainly discusses the Target Corp in the acquisition board agreement shall also undertake corresponding obligations,and the specific list of two items in the practice often involves compulsory type,namely the balance of compulsory and equal conflicts of interests with all the obligations of the offeree.Starting from the legal practice in Germany and Taiwan,and with the demonstration of rationality.The third part:the discussion of Target Corp's board of directors duty in hostile merger and acquisitionThis part mainly discusses the Target Corp in the hostile takeover in the board of directors shall bear the obligation,because there are differences in the legislation here,mainly divided into the board of directors and the board of directors preferred obligations of neutral duty,so this paper with two kinds of obligations made separately,and compare their rationality.The fourth part:the Target Corp board of directors commonly used defense measures and corresponding obligationsThis part is combined with the hostile takeover in the board of directors of the Target Corp specific preventive measures commonly used:poison pill,stock exchange,the board of directors of the board of directors election stage,which should be borne in defense in the process of obligation are discussed.