Discussion On Fiduciary Obligation Of The Director In The Target Company In Enterprise Acquisition

With the development of market economy in our country,the scale of the company is expanding day by day,and the acquisition cases are increasing gradually.In this context,it is important to guide the healthy competition of enterprises and maintain the healthy development of market economy.Meanwhile,the relevant laws regulations of the company's acquisition and anti-takeover are very important,However,the legal system design of the acquisition and anti-takeover cannot completely solve the practical problems.From 2015 to 2016,the battle for control of the Department of Baoneng(1)and Vanke Company(2)has attracted the attention of all sectors of the government and society.Compared with the legal environment of China's first acquisition of listed companies,laws and regulations of China's takeover and anti-takeover have begun to take shape,However,many problems exposed in the battle of Baoneng with Vanke,it can be seen from the problem that compared with the developed countries in the securities market,China's acquisition and anti-takeover legislation system and supporting system is relatively weak,and enforcement and litigation is not strong.When facing the takeover and anti-takeover,the directors of Target Corp need to have a specific and effective legislative system as a guide and behavior constraint.Otherwise,there will be a potential risk of abuse of corporate governance,the damage to the interests of the company and shareholders.Therefore,it is of great significance to study the fiduciary duty of directors of the Target Corp in the process of company acquisition.This paper is a case study,which focuses on the theme of the fiduciary duty of directors of Target Corp.Combining theory with practice,this paper discusses the boundary definition,content and criteria of the fiduciary duty of directors of Listed Companies in the process of the acquisition of listed companies,Based on the problems existing in the fiduciary duty of directors of Listed Companies in China's listed companies,this paper puts forward the path to improve the fiduciary duty of directors of Target Corp in the acquisition of Listed Companies in china.In addition to the introduction and conclusion,the full text will be divided into three parts to study and discussion.The first part,through the introduction of the case,the focus of the directors' fiduciary duty is revealed.This chapter begins with a brief statement of the 2015 Baoneng Department acquired Vanke Company case,Then,Taking the typical acquisition and anti-takeover cases as the starting point and basis of the fiduciary duty of directors;From the case,the author summarizes the three focal issues involved in the fiduciary duty of directors,namely,the boundary definition,content and criteria of the fiduciary duties of the directors of the Target Corp.The second part carries on the analysis and the inquisition of the three focal points of the second part,Based on the relevant theoretical knowledge and legal system of fiduciary duty of directors in china,At the same time,drawing on the theoretical direction and practical experience of the fiduciary duty of directors in Anglo-American law system,Analysising the feasibility of the directors' behavior of Listed Companies in the acquisition of listed companies.First of all,the author introduces the definition,content and criteria of fiduciary duties of directors in the acquisition of listed companies from two angles of theory and law..Then,the specific analysis of the behavior of Vanke's directors in the face of the acquisition of behavior is in line with the fiduciary duties of directors.The fiduciary duty of directors of Listed Companies in the Target Corp mainly includes the duty of loyalty and duty of care.In the anti-takeover,the director's duty of care requires the directors to fulfill the obligation of information investigation,and do their duty of care and diligence in the interests of the company;In the anti-takeover,the directors' duty of loyalty requires the directors to treat the acquisition,protect the interests of minority shareholders,and avoid the right to control.Determine whether the Target Corp directors to fulfill the duty of loyalty,duty of care and other fiduciary duties,It is necessary to improve the clear and detailed standard of fiduciary duty.Clear fiduciary duty guidelines can be reduced to a series of problems encountered in the case of similar acquisition of directors,meanwhile,Clear rules of fiduciary duty can provide effective legal basis for solving these problems.The third part puts forward some suggestions to improve the fiduciary duty of directors of Target Corp.In the process of the acquisition of listed companies,the status of the directorshas a decisive role,and the actions of directors are related to the vital interests of the company and its shareholders,therefore I suggest: The first step is to clarify the role and legal status of directors of Target Corp;It is the second step to draw lessons from Anglo American legal system,and to strengthen the judgment standard of fiduciary duty,at the same time,it can provide the basis for the establishment of a perfect,reasonable and effective environment for acquisition and anti-takeover;It is the third step to improve the relevant judicial review system and standardize the mechanism of accountability and to improve the performance of the fiduciary duty.To sum up,the path to improve the fiduciary duty of directors of Target Corp has a clear direction.In this paper,combined with practical cases,focusing on the analysis of the problem,putting forward the proposal to improve the fiduciary duty of directors of Target Corp,This paper gives suggestions from four aspects,that is,the role of directors,the fiduciary duty of directors of Target Corp,the standard of judgment,the mechanism of accountability.Although there are many deficiencies,I hope this paper will be helpful to improve the fiduciary duty of directors in China's Listed Companies in the acquisition of listed companies,and enhance the guiding significance and effectiveness of the fiduciary duty of directors of Target Corp.